Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to has made a demand and properly demands for appraisal of such Dissenting Shares pursuant to, and who complies shares in all respects with, accordance with Section 262 of the GCL DGCL ("any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262"262 of the DGCL with respect to such shares) shall not be converted as provided into or represent the right to receive the Merger Consideration in accordance with Section 4.1(a)2.1, but rather the holders of Dissenting Shares shall be entitled only to payment such rights as are granted by the DGCL to a holder of Dissenting Shares. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262; provided, however, that if 262 of the DGCL. If any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and lose their status as such Dissenting Shares shall be treated (through failure to perfect appraisal rights under Section 262 of the DGCL or otherwise), then, as if they had been converted as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Merger Consideration as provided in accordance with Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock2.1, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingwithout interest thereon.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder (if any) who is entitled has the right to demand demand, and who properly demands demands, an appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, accordance with Section 262 of the GCL DGCL (or any successor provision) ("Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a)into a right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless such holder shall fail fails to perfect or otherwise shall waive, withdraw or lose the loses such holder's right to appraisal under Section 262such appraisal, then if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration Consideration. 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 the DGCL (or any successor provision) and as provided in Section 4.1(a)the immediately preceding sentence. The Company shall serve give prompt notice to Parent AGT of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent AGT shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentAGT, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and has properly demands demanded appraisal of for such Dissenting Shares pursuant toin accordance with, and who complies in all respects with, Section 262 of the GCL DGCL ("Section 262"such Shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 4.1(a2.1(a), but rather and shall instead represent the holders of Dissenting Shares shall be entitled only right to payment of receive the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if 262 of the DGCL. If any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose the loses his right to appraisal under Section 262262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had deemed to be Shares that have been converted as of the Effective Time into into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.1(a)2.1(a) and Section 2.2, without interest. The Company shall serve give Parent and Merger Sub prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent and Merger Sub shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any demands for fair value for Dissenting Shares or offer to settle, settle or negotiate in respect of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to the Effective Time and that are held by any Person Persons who is are entitled to demand demand, and properly demands appraisal demand, payment of the fair value of such Dissenting Shares shares pursuant to, and who complies comply in all respects with, Section 262 351.455 of the GCL Missouri BCL ("Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262the Missouri BCL; provided, however, that if any such holder shall fail of Dissenting Shares fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal payment of the fair value of such shares under Section 262the Missouri BCL, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1(a2.8(a). The Company shall serve give prompt notice to Parent of any demands received by the Company for appraisal payment of the fair value of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Person stockholders who is entitled to demand shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly demands in writing appraisal of for such Dissenting Shares pursuant toin accordance with, and who complies in all respects with, Section 262 of the GCL DGCL ("Section 262"collectively, the “Dissenting Shares”) shall not be converted as provided into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 4.1(a), but rather 262 (and at the holders of Effective Time such Dissenting Shares shall no longer be entitled only outstanding and shall automatically be canceled and shall cease to payment of exist, and such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 262; provided), however, except that if any such holder Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal under Section 262, then the right of such holder Shares under such Section 262 shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into, and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration as Consideration, without any interest thereon, upon surrender, in the manner provided in Section 4.1(a). The Company shall serve prompt notice to Parent 2.7, of any demands received by the Company for appraisal of any shares of Stock Certificate or Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to Stock Certificates that formerly evidenced such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingShares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted into or represent the right to receive the Per Share Merger Consideration as provided in this Section 4.1(a)2.01. At the Effective Time, but rather the holders Dissenting Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall be entitled only to payment such rights as are granted under Section 262 of the fair value of such DGCL, except that all Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall held by persons who fail to perfect or otherwise shall who effectively waive, withdraw or lose the right to appraisal under Section 262, then the right their rights as a dissenting stockholder in respect of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares under Section 262 of the DGCL shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive only the Per Share Merger Consideration as provided in Section 4.1(a)this Article II and will no longer be Excluded Shares for purposes of the Agreement. The Company shall serve give prompt notice and copies to Parent of any demands received by the Company for appraisal of any shares Shares, withdrawals of Company Common Stocksuch demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and direct all negotiations negotiations, settlements and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Class B Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who is entitled to demand and properly demands appraisal of such Dissenting Shares shares pursuant to, and who complies in all respects with, to Section 262 of the GCL DGCL ("Section 262"“Dissenting Shares”) shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares treated in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as 262 of the Effective Time into the Merger Consideration as provided in Section 4.1(a)DGCL. The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class B Common Stock, attempted withdrawals of such notices or demands and any other instruments received by the Company relating to rights to appraisal, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, or approve any withdrawal of any such demands. For the avoidance of doubt, (a) no dissenters’ or agree appraisal rights shall be available with respect to do any the Company Class A Common Stock or with respect to the Opco LLC Units and (b) appraisal rights shall be limited to an appraisal, pursuant to Section 262 of the foregoingDGCL, solely of the fair value of the Company Class B Common Stock, as such.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.1, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a Shareholder who is entitled to demand and properly demands an appraisal of the fair market value for such Dissenting Shares pursuant to, shares and who complies does not vote in all respects with, Section 262 favor of or consent in writing to the Merger as provided in the applicable provisions of Chapter 13 of the GCL CGCL ("Section 262"“Dissenting Shares”) shall not be converted into the right to receive any portion of the Shareholder Consideration as provided in Section 4.1(a)2.1(b) of this Agreement, but rather unless and until such holder fails to perfect or withdraws or otherwise loses the holders of Dissenting Shares shall be entitled only right to payment an appraisal of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair market value of such holder's ’s Dissenting Shares. If, after the Effective Time, any such Shareholder fails to perfect or withdraws or loses the right to an appraisal of the fair market value of his Dissenting Shares under the CGCL, such Shares thereupon shall cease and such to be Dissenting Shares and shall be treated as if they had been converted as of the Effective Time into the Merger right to receive that portion of the Shareholder Consideration as provided in Section 4.1(a). to which such holder is entitled, pursuant to Sections 2.1 and 2.2 hereof, without interest thereon. (b) The Company shall serve give Merger Sub prompt notice to Parent of any demands received by the Company for appraisal the payment of any shares of Company Common Stockfair market value for Shares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the not make any such payment pursuant to or in respect of any such demand without Parent’s prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingconsent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares Shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal for such shares in all respects with, Section 262 of accordance with the GCL ("Section 262") DGCL shall not be converted as provided in Section 4.1(a)into a right to receive the applicable Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under Section 262the DGCL. If, then after the right of Effective Time, such holder fails to be paid the fair value of perfect, withdraws or otherwise loses such holder's Dissenting Shares shall cease and ’s right to appraisal, each such Dissenting Shares share shall be treated as if they it had been converted as of the Effective Time into a right to receive the applicable Merger Consideration as provided in Section 4.1(a)Consideration. The Company shall serve give Parent (i) prompt notice to Parent of any demands for appraisal pursuant to the DGCL received by the Company, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company for appraisal of any shares of Company Common Stock, in connection with such demands and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL prior to the Effective Time. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by any applicable Law, make any payment with respect to, or settle to any such demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, including Section 6, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who properly demands exercises appraisal rights of such Dissenting Shares pursuant to, and who complies shares of Company Common Stock in all respects with, accordance with Section 262 of the GCL DGCL ("Section 262"such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted as provided in Section 4.1(a)into a right to receive the Merger Consideration, but rather the holders of Dissenting Shares instead shall be entitled to only to payment such rights as are granted by Section 262 of the fair value of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that if any if, after the Effective Time, such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under pursuant to Section 262, then 262 of the right DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to be paid the fair value relief provided by Section 262 of the DGCL, such holder's Dissenting Shares shall cease and such Dissenting Shares shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 6, without interest thereon, upon surrender of such Certificates formerly representing such shares or transfer of such Book-Entry Shares, as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingcase may be.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to Agreement, the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a)Sections 2.01 and 2.02, but rather the such holders of Dissenting Shares shall be entitled only to payment by Purchaser of the “fair value value” of such Dissenting Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder stockholder of the Company shall fail to perfect or otherwise shall effectively waive, withdraw or lose the right to appraisal such stockholder’s rights under Section 262262 of the DGCL, then the right of such holder to be paid the fair value of such holder's ’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive, the Merger Consideration as provided in Section 4.1(a)Sections 2.01(c) and 2.02. The Company shall serve prompt notice to Parent Purchaser of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentPurchaser, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares Each outstanding share of Company Common Stock ("Dissenting Shares") the holder of which are issued has perfected his, her or its right to dissent from the Merger under the DGCL and outstanding immediately prior to has not effectively withdrawn or lost such right as of the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such (the “Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262"Shares”) shall not be converted as provided in Section 4.1(a)into, but rather or represent a right to receive, the holders of Dissenting Shares Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Dissenting Shares held by such holder shall thereupon be treated as though such Dissenting Shares had been converted into the right to receive the Merger Consideration to which such holder would be entitled pursuant to Section 4.1 hereof. The Company shall give Parent prompt notice upon receipt by the Company of any written demands for payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right shares of Company Common Stock and of withdrawals of such holder demands and any other instruments provided to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as Company pursuant to the applicable provisions of the Effective Time into the Merger Consideration as provided in Section 4.1(a)DGCL. The Company shall serve prompt notice not make any payment or settlement offer prior to Parent of the Effective Time with respect to any such demands received by the Company for appraisal of any shares of Company Common Stock, and unless Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the given its prior written consent of Parent, make any to such payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingsettlement offer.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Person stockholders who is entitled to demand and shall have properly demands exercised appraisal of rights for such Dissenting Shares pursuant to, and who complies in all respects with, accordance with Section 262 of Delaware Law (collectively, the GCL ("Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a)into, but rather or represent the holders of Dissenting Shares right to receive, the Merger Consideration. Such stockholders shall be entitled only to receive payment of the fair appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262; provided, however, except that if any such holder all Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal under Section 262, then the right of such holder Shares under such Section 262 shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into, and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration as Consideration, without any interest thereon, upon surrender, in the manner provided in Section 4.1(a). 3.09, of the certificate or certificates that formerly evidenced such Shares. (b) The Company shall serve give Parent (i) prompt notice to Parent of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. (A) Notwithstanding anything in this Agreement to the contrary, shares of Company Class A Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder (if any) who is entitled has perfected his rights to demand and properly demands appraisal of such Dissenting Shares pursuant todissent from the Merger in accordance with Part I, and who complies in all respects withChapter 15, Section 262 Subchapter D of the GCL PBCL ("Section 262Dissenting Shares") shall be canceled and retired and shall not be converted as provided in Section 4.1(a)into a right to receive the Merger Consideration, but rather the holders of Dissenting Shares unless such holder fails to perfect or withdraws or otherwise loses such holder's right to dissent, if any. Such shareholders shall be entitled only to receive payment of the fair appraised value of such Dissenting Shares in accordance with Section 262; providedthe provisions of the PBCL. If, howeverafter the Effective Time, that if any such holder shall fail fails to perfect or otherwise shall waive, withdraw withdraws or lose the loses any such right to appraisal under Section 262dissent, then the right each such share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a share that had been converted as of the Effective Time into the right to receive the Merger Consideration as provided Consideration, without interest, in accordance with Section 4.1(a). 6(B) of this Plan of Merger. (B) The Company shall serve give Kennametal prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Class A Common StockStock and, and Parent prior to the Effective Time, Kennametal shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentKennametal, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company ERS Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that which are held by any Person stockholders who is have not voted such shares in favor of the Merger or consented thereto in writing and, if entitled to elect to demand and properly demands the appraisal of such Dissenting Shares shares pursuant to, and who complies in all respects with, to Section 262 of the GCL ("Section 262") GCL, shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to have delivered a written demand for payment of the fair value of such shares within the time and in the manner provided in said Section 262 (herein referred to as "Dissenting Shares Shares") shall not be converted into or be exchangeable for the right to receive the Merger Consideration provided for in accordance with Section 262; provided2.3 of this Agreement, however, that if unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment under the GCL. If any such holder shall fail have so failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose such holder's shares of ERS Common Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into receive the Merger Consideration as provided in specified under Section 4.1(a). The Company shall serve prompt notice to Parent of 2.3 hereof, without any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoinginterest thereon.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Company Shares which were outstanding on the date for the determination of shareholders entitled to vote on the Merger, and which were not voted in favor of or were voted against the Merger, and the holders of which have demanded that the Company purchase such shares at their fair market value in accordance with the Companies Law and the holders of Company Common Stock which shall not have otherwise failed to perfect or shall not have effectively withdrawn or lost their rights to dissent and payment under Section 238 of the Companies Law ("the “Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to”), and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather but, instead, the holders of Dissenting Shares thereof shall be entitled only to payment of have their shares purchased by Parent for cash at the fair market value of such Dissenting Shares as determined in accordance with Section 262the provisions of the Companies Law; provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost his, withdraw her or lose its right to dissent and payment under the Companies Law, such holder’s Company Shares shall thereupon be deemed to have been converted, at the Effective Time of the Merger, into the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into receive the Merger Consideration as provided set forth in Section 4.1(a)2.03(c) of this Agreement, without any interest thereon. The Company shall serve prompt notice to Parent If a holder of any demands received by Company Shares shall become entitled to receive payment for such shares pursuant to Section 238 of the Company for appraisal of any shares of Company Common StockCompanies Law, and then Parent shall have the right to participate in and direct all negotiations and proceedings with respect to make such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingpayment.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, to Section 262 of the GCL DGCL ("Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless and until such holder shall fail have failed to perfect perfect, or otherwise shall waivehave effectively withdrawn or lost, withdraw or lose the such holder’s right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as if they had been converted as of the later of the Effective Time into and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration as provided in accordance with Section 4.1(a2.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares Shares, attempted withdrawals of Company Common Stock, such notices or demands and Parent shall have the right to participate in and direct all any other negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person person who, if applicable, has not voted such Shares in favor of the Merger and who is entitled has the right to demand demand, and who properly demands demands, an appraisal of such Shares ("Dissenting Shares pursuant to, and who complies Shares") in all respects with, accordance with Section 262 of the GCL DGCL ("Section 262"or any successor provision) shall not be converted as provided in Section 4.1(a), but rather into a right to receive the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any Merger Consideration unless such holder shall fail fails to perfect or otherwise shall waive, withdraw or lose the loses such holder's right to appraisal under Section 262such appraisal, then if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.07(c). 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 the DGCL (or any successor provision) and as provided in Section 4.1(a)the immediately preceding sentence. The Company shall serve give prompt notice to Parent of any demands received by the Company for appraisal of any shares Shares, withdrawals of Company Common Stocksuch demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as into or represent the right to receive the consideration provided in this Section 4.1(a)2.01. At the Effective Time, but rather the holders Dissenting Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall be entitled only to payment such rights as are granted under Section 262 of the fair value of such DGCL, except that all Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall held by persons who fail to perfect or otherwise shall who effectively waive, withdraw or lose the right to appraisal under Section 262, then the right their rights as a dissenting stockholder in respect of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares under Section 262 of the DGCL shall automatically be treated as if they had deemed to have been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a)this Article II and will no longer be Dissenting Shares or Excluded Shares for purposes of the Agreement. The Company shall serve give prompt notice and copies to Parent of any demands received by the Company for appraisal of any shares Shares, withdrawals of Company Common Stocksuch demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and direct all negotiations negotiations, settlements and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in (a) For purposes of this Agreement to the contraryAgreement, “Dissenting Shares” means shares of Company Bona Vida Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who has not voted such Bona Vida Common Stock in favor of, or consented to, the adoption of this Agreement and the transactions contemplated hereby, including the Merger, (each a “Dissenting Shareholder”) and who is entitled to demand and properly demands appraisal of such Dissenting Shares shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a)Delaware Act. At the Effective Time, but rather the holders of Dissenting Shares shall no longer be entitled only outstanding and shall automatically be cancelled and cease to exist, and such Dissenting Shareholder shall cease to have any rights with respect thereto, except the right to payment of the fair value of such Dissenting Shares as shall be determined in accordance with the provisions of Section 262; provided, however, that if 262 of the DGCL. If any such holder Dissenting Shareholder shall fail to demand or perfect or otherwise shall effectively waive, withdraw withdraw, or otherwise lose the right to appraisal under Section 262of such shares, then the right of (i) such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such to be Dissenting Shares and shall be treated as if they had deemed to have been converted into, as of the Effective Time into Time, the right to receive the Merger Consideration as provided issuable in respect of such Bona Vida Common Stock pursuant to Section 4.1(a2.5(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided into or represent the right to receive the Merger Consideration in accordance with Section 4.1(a)2.6, but rather the holders of Dissenting Shares shall be entitled only to payment such rights as are granted by the DGCL to a holder of the fair value of such Dissenting Shares. (b) If any Dissenting Shares in accordance with Section 262; provided, however, that if any shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw then, as of the later of the Effective Time or lose the right to appraisal under Section 262, then the right date of loss of such holder status, such shares shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 4.1(a). 2.6, without interest, and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall serve give the Parent: (i) prompt notice to Parent of any demands written demand for appraisal received by the Company for appraisal prior to the Effective Time pursuant to the DGCL, any withdrawal of any shares of such demand and any other demand, notice or instrument delivered to the Company Common Stock, prior to the Effective Time pursuant to the DGCL that relates to such demand; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not settle or pay or make any payment or settlement offer with respect to, or settle or offer to settle, any such demandsdemand, notice or instrument or agree to do any of the foregoingforegoing unless the Parent shall have given its written consent to such settlement, payment or settlement or payment offer.

Dissenting Shares. Notwithstanding anything in this ------------------ Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") ----------------- which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL DGCL ("Section 262") shall not be converted as ----------- provided in Section 4.1(a4.01(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a4.01(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, to Section 262 of the GCL DGCL ("Section 262"“Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless and until such holder shall fail have failed to perfect perfect, or otherwise shall waivehave effectively withdrawn or lost, withdraw or lose the such holder’s right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as if they had been converted as of the later of the Effective Time into and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration as provided in accordance with Section 4.1(a2.1(a) (less any payments made by the Surviving Corporation with respect to such Shares before entry of judgment in accordance with Section 262(h) of the DGCL). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, make or offer to make any payment with respect to, compromise or settle or offer to compromise or settle, or otherwise negotiate any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of any Company Common Capital Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a Company Shareholder who has not voted in favor of or consented to the adoption of this Agreement and who is entitled to demand and has properly demands demanded appraisal of for such Dissenting Shares pursuant toCompany Capital Stock in accordance with the DGCL, and who complies in all respects withwho, Section 262 as of the GCL Effective Time, has not effectively withdrawn or lost such appraisal rights ("Section 262"such Company Capital Stock, “Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into or be exchangeable for the right to receive a portion of the Merger Consideration and, but rather the holders of Dissenting Shares instead, shall be entitled to only to payment of those rights as set forth in the fair value of such Dissenting Shares in accordance with Section 262; providedDGCL. If, howeverafter the Effective Time, that if any such holder shall fail fails to perfect or otherwise shall waivewithdraws or loses his, withdraw her or lose the its right to appraisal under Section 262the DGCL, then with respect to any Dissenting Shares, upon surrender of the right of certificate(s) representing such holder to be paid the fair value of such holder's Dissenting Shares shall cease and Shares, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration as provided in Consideration, if any, to which such Company Capital Stock is entitled pursuant to Section 4.1(a3.1(b), without interest. The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to the exercise of such demands. The Company shall not, except with appraisal rights under the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingDGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares each share of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and or Preferred Stock that are is held by any Person a Company Stockholder (i) who is entitled to demand and has not voted in favor of the Merger or consented thereto in writing, (ii) who shall have properly demands demanded in writing appraisal of such Dissenting Shares shares pursuant to, and who complies in all respects with, Section 262 of and (iii) who has neither effectively withdrawn nor lost the GCL right to such payment ("Section 262"each such share, a “Dissenting Share” and collectively, the “Dissenting Shares”) shall not be converted as provided into the right to receive any portion of the consideration specified in Section 4.1(a2.4(c), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder Company Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder Company Stockholder to be paid the fair value of such holder's ’s Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockinto, and Parent shall to have become exchangeable solely for the right to participate receive, the applicable consideration specified in and direct all negotiations and proceedings with respect to such demands. The Company shall notSection 2.4(c), except with the prior written consent of Parent, make without any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoinginterest thereon.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.1(a), shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands has demanded appraisal of for such shares (“Dissenting Shares pursuant to, and who complies Shares”) in all respects with, Section 262 of accordance with the GCL ("Section 262") DGCL shall not be converted as provided in Section 4.1(a)into or represent the right to receive the applicable Merger Consideration, but rather the holders unless such holder withdraws or otherwise loses (through failure to perfect or otherwise) his, her or its right to appraisal, and each holder of Dissenting Shares shall be entitled only to payment of the fair value of such rights with respect to such Dissenting Shares in accordance with Section 262; provided, however, that if any as may be granted to such holder shall fail pursuant to Section 262 of the DGCL. If after the Effective Time such holder withdraws or loses (through failure to perfect or otherwise shall waiveotherwise) his, withdraw her or lose the its right to appraisal under Section 262appraisal, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration as provided in Section 4.1(a)payable with respect thereto, and any right of such holder to a judicial appraisal of the Dissenting Shares shall be extinguished. The Company shall serve prompt use commercially reasonable efforts to give Parent notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, Stock and involve Parent shall have in the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided into or represent the right to receive the Merger Consideration in accordance with Section 4.1(a2.6(c), but rather the holders of Dissenting Shares shall be entitled only to payment such rights as are granted by the DGCL to a holder of the fair value of such Dissenting Shares. (b) If any Dissenting Shares in accordance with Section 262; provided, however, that if any shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw then, as of the later of the Effective Time or lose the right to appraisal under Section 262, then the right date of loss of such holder status, such shares shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 4.1(a2.6(c). , and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall serve give the Parent: (i) prompt notice to Parent of any demands written demand for appraisal received by the Company for appraisal prior to the Effective Time pursuant to the DGCL, any withdrawal of any shares of such demand and any other demand, notice or instrument delivered to the Company Common Stock, prior to the Effective Time pursuant to the DGCL that relates to such demand; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not make any payment or make or accept any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demandsdemand, notice or agree instrument unless the Parent shall have given its written consent to do any of the foregoingsuch payment or settlement offer.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a Shareholder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal for such shares of Company Common Stock in all respects with, Section 262 accordance with Chapter 13 of the GCL CGCL ("Section 262"“Dissenting Shares”) shall not be entitled to vote for any purpose or receive dividends, shall not be converted as provided in Section 4.1(a), but rather into the holders of Dissenting Shares shall be entitled only right to payment of the fair value of such Dissenting Shares receive Parent Common Stock in accordance with Section 2623.1 hereof, and shall only be entitled to receive such consideration as shall be determined pursuant to any such applicable law; provided, however, that if any if, after the Effective Time, such holder shall fail Shareholder fails to perfect or otherwise shall waivewithdraws or loses its, withdraw his or lose the her right to appraisal under Section 262, then or otherwise fails to establish the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and Shareholder’s shares of Company Common Stock under such Dissenting Shares applicable law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided right to receive Parent Common Stock in accordance with Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any 3.1 hereof, and such shares of Company Common Stock, and Parent Stock shall have the right to participate in and direct all no longer be Dissenting Shares. All negotiations and proceedings with respect to such demands. The payment for Dissenting Shares shall be handled jointly by Parent and the Company shall not, except with prior to the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingClosing and exclusively by Parent thereafter.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.1 hereof, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand has properly exercised and properly demands perfected appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, rights under Section 262 1701.85 of the GCL OGCL (the "Section 262Dissenting Shares") ), shall not be converted as provided in Section 4.1(a)into the right to receive the Cash Consideration and Split-Off Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of receive such Dissenting Shares in accordance with consideration as shall be determined pursuant to said Section 2621701.85; provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw or lose the his right to appraisal and payment under Section 262the OGCL, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shares shall cease and such Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the Merger right to receive the Cash Consideration as provided in Section 4.1(a)and Split-Off Consideration, without any interest thereon, and such shares of Company Common Stock shall no longer be Dissenting Shares. The Company shall serve give Parent (i) prompt notice to Parent of any written demands for payment, withdrawals of demands for payment and any other instruments served pursuant to the OGCL received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for payment under the OGCL. The Company shall will not voluntarily make any payment with respect to any demands for payment and will not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that which are held by any Person who is entitled to demand and properly demands appraisal holders of such Dissenting Shares pursuant to, and shares of Company Common Stock who complies have properly exercised appraisal rights with respect thereto in all respects with, accordance with Section 262 of the GCL DGCL (the "Section 262Dissenting Shares") , shall not be converted as provided in Section 4.1(a)into or exchangeable for the right to receive the Merger Consideration, but rather the and holders of such Dissenting Shares shall be entitled only to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262; provided262 of the DGCL, howeverunless and until the applicable holder fails to perfect or effectively withdraws or otherwise loses such holder's rights to appraisal under the DGCL. If, that if after the Effective Time, any such holder shall fail fails to perfect or otherwise shall waiveeffectively withdraws or loses such right, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be treated as if they had been converted as of at the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1(a)Consideration, without any interest thereon. The Company shall serve give Parent prompt notice to Parent of any written demands received by the Company for appraisal appraisals of any shares of Company Common StockDissenting Shares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any demands for appraisals or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person person who is entitled has not voted such Shares in favor of the Merger and who has the right to demand demand, and who properly demands demands, an appraisal of such Shares ("Dissenting Shares pursuant to, and who complies Shares") in all respects with, accordance with Section 262 of the GCL General Corporation Law of the State of Delaware ("Section 262"or any successor provision) shall not be converted as provided in Section 4.1(a), but rather into a right to receive the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any Merger Consideration unless such holder shall fail fails to perfect or otherwise shall waive, withdraw or lose the loses such holder's right to appraisal under Section 262such appraisal, then if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 4.1(c). 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 the General Corporation Law of the State of Delaware (or any successor provision) and as provided in Section 4.1(a)the immediately preceding sentence. The Company shall serve give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of with respect to each Company Common Stock ("Dissenting Shares") which are issued and Share that is outstanding immediately prior to the Effective Time and that are held by any Person who is entitled as to demand and which the holder thereof shall have properly demands appraisal of such Dissenting Shares pursuant to, and who complies complied in all respects with, with the provisions of Section 262 of the GCL DGCL as to appraisal rights ("Section 262") each, a “Dissenting Share”), such Dissenting Share shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration but instead shall be canceled and shall represent the right to receive only the payment, but rather solely from the holders Surviving Company, of the appraisal value of the Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares extent permitted by and in accordance with the provisions of Section 262262 of the DGCL; provided, however, that if any such holder Person shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder Person to be paid receive those rights under Section 262 of the fair value of such holder's Dissenting Shares DGCL shall cease and such Dissenting Company Common Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and shall represent only the right to right to receive, the same type of Merger Consideration Consideration, without interest thereon, as provided was payable in Section 4.1(a)respect of an equivalent number of Non-Election Shares. The Company shall serve give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent shall have the right to participate in and direct control all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parentnot settle, make any payment payments with respect to, or settle or offer to settle, any such demands, or agree claim with respect to do any Dissenting Shares without the written consent of the foregoingParent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares each share of Company Common Stock ("Dissenting Shares") which are that is issued and outstanding immediately prior to the Effective Time and that are is held by any Person a stockholder who is entitled to demand has properly exercised and properly demands perfected appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, rights under Section 262 of the GCL DGCL (the "Section 262Dissenting Shares") ), shall not be converted as provided in Section 4.1(a)into or exchangeable for the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment receive such consideration as shall be determined pursuant to Section 262 of the fair value of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose lost the right to appraisal and payment under Section 262the DGCL, then the right each share of Common Stock of such holder shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration as provided Consideration, without any interest thereon, in accordance with Section 4.1(a3.1(a), and such shares shall no longer be Dissenting Shares. The Company shall serve give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything Each outstanding share of Corporation Stock as ----------------- to which a written demand for appraisal has been delivered in this Agreement accordance with Section 262 of the DGCL at or prior to the contrary, vote of the Corporation's stockholders on the Merger and not withdrawn at or prior to the time of such vote and which is not voted in favor of the Merger shall not be converted into Partnership Units (and/or the right to receive cash in lieu of fractional units) unless and until the holder (a "Dissenting Stockholder") shall have failed to perfect or shall have effectively withdrawn or lost his or her right to appraisal of and payment for his or her shares of Company Common Corporation Stock under such Section 262, at which time such holder's shares shall be converted in accordance with Sections 2.2 ("Dissenting Shares"a) which are issued and outstanding immediately through 2.2(d). The Corporation agrees that prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall it will not, except with the prior written consent of Parentthe Partnership, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand. Each Dissenting Stockholder who becomes entitled, pursuant to the provisions of said Section 262, to payment for his or agree her shares of Corporation Stock shall receive payment therefor from the Partnership (but only after the amount thereof shall have been agreed upon or finally determined pursuant to do any of the foregoingsuch provisions).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares in the event that dissenters' rights are available in connection with the Merger pursuant to Section 262 of Company Common Stock ("Dissenting Shares") which the Delaware Law, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Person stockholders who is entitled to demand and properly demands appraisal did not vote in favor of such Dissenting Shares pursuant to, the Merger and who complies in comply with all respects with, of the relevant provisions of Section 262 of the GCL Delaware Law (the "Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a)into or be exchangeable for the right to receive the Merger Consideration, but rather the holders of Dissenting Shares instead shall be entitled only converted into the right to payment receive such consideration as may be determined to be due to such stockholders pursuant to Section 262 of the fair value of Delaware Law, unless and until such Dissenting Shares in accordance with Section 262; provided, however, that if holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Delaware Law. If any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to appraisal under Section 262receive, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into Time, the Merger Consideration as provided in Section 4.1(a)without any interest thereon. The Company shall serve give Parent (i) prompt notice to Parent of any written demands for appraisal of Shares received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") Shares which are issued and outstanding immediately prior to the Effective Time and that which are held by any Person stockholders who is entitled to demand and properly demands appraisal did not vote in favor of such Dissenting Shares pursuant to, the Merger and who complies in comply with all respects with, of the relevant provisions of Section 262 of the GCL DGCL (the "Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a), into or be exchangeable for the right to receive the Merger Consideration (but rather the holders of Dissenting Shares instead shall be entitled only converted into the right to receive payment of from the fair value of Surviving Corporation with respect to such Dissenting Shares in accordance with Section 262; providedthe DGCL), however, that if unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated at the Company's sole discretion as if they either (i) a Share (other than an Electing Share) that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration as provided in accordance with Section 4.1(a)2.01(a) or (ii) an Electing Share. The Company shall serve give prompt notice to Parent the Sub of any demands received by the Company for appraisal of any shares of Company Common StockShares, and the Sub and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Sub and Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, Dissenting Shares shall not be converted into or represent the right to receive any portion of the contraryStock Consideration in accordance with Section 2.1, shares but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Common Stock ("Dissenting Shares". (b) which are issued If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and outstanding immediately shall represent only the right to receive the portion of the Stock Consideration payable in respect thereof pursuant to this Agreement, without interest thereon, upon surrender of the Certificate formerly representing such shares. (c) The Company shall give the Buyer: (i) prompt notice of any written demand for appraisal received by the Company prior to the Effective Time and that are held by pursuant to the DGCL, any Person who is entitled to withdrawal of any such demand and properly demands appraisal of such Dissenting Shares pursuant toany other demand, and who complies in all respects with, Section 262 of notice or instrument delivered to the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only Company prior to payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into pursuant to the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice DGCL that relate to Parent of any demands received by such demand and (ii) the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Neither the Representative nor the Company shall not, except with the prior written consent of Parent, settle or make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demandsdemand, notice or agree instrument unless the Buyer shall have given its written consent to do any of the foregoingsuch settlement, payment or settlement offer.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, any shares of Company Common Capital Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder of Capital Stock who is entitled to demand has properly exercised and properly demands perfected appraisal of rights for such Dissenting Shares pursuant toshares in accordance with the DGCL and who, and who complies in all respects with, Section 262 as of the GCL Effective Time, has not effectively withdrawn or lost such appraisal rights ("Section 262") “Dissenting Shares”), shall not be converted as provided in Section 4.1(a)into or represent a right to receive a portion of the Final Merger Consideration hereunder, but rather the holders holder thereof shall only be entitled to such rights as are granted by the DGCL. Notwithstanding the provisions of this Section 2.4.4, if any holder of Dissenting Shares shall be entitled only effectively withdraw, waive or lose (through failure to payment perfect, court order or otherwise) such appraisal rights, then, as of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as later of the Effective Time and the occurrence of such event, such holder’s Dissenting Shares shall automatically be converted into and represent only the right to receive the applicable portion of the Final Merger Consideration as provided in Section 4.1(a)to which such holder would otherwise be entitled hereunder. The Company shall serve provide Buyer prompt notice to Parent of any demands demand for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, and Parent Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentBuyer, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.3, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal for such Shares in all respects with, Section 262 of accordance with the GCL ("Section 262") GBCC shall not be converted as provided in Section 4.1(a)into a right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only converted into the right to payment receive such consideration as may be determined to be due in respect of such dissenting Shares pursuant to Article 13 of the fair value of such Dissenting Shares in accordance with Section 262GBCC; provided, however, that if any the holder of such holder dissenting Shares shall fail have failed to perfect or shall have waived, rescinded or otherwise lost (in each such instance, to the reasonable satisfaction of the Surviving Corporation) its status as a "dissenting shareholder" pursuant to Article 13 of the GBCC, then such holder of dissenting Shares shall waive, withdraw or lose forfeit the right to appraisal under Section 262, then dissent from the Merger and such Shares shall thereupon be deemed to have been converted into the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted receive, as of the Effective Time into Time, the Merger Consideration as provided in Section 4.1(a)Consideration. The Company shall serve give Buyer prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentBuyer, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.6(c), shares of Company Common Stock ("Dissenting Shares") which Shares that are issued and outstanding immediately prior to the Effective Time and that but are held by any Person a holder who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant todemand, and who complies in all respects withhas properly exercised, appraisal rights under Section 262 of the GCL DGCL ("Section 262"such Common Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such rights under applicable Law) shall not be converted as provided in Section 4.1(a)into a right to receive the applicable portion of the Merger Consideration, but rather the holders of Dissenting Shares instead shall be entitled to only to payment such rights as are granted by Section 262 of the fair value of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that if any if, after the Effective Time, such holder shall fail fails to perfect perfect, withdraws or otherwise shall waiveloses such rights granted by Section 262 of the DGCL under applicable Law, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Common Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration to which such holder is entitled pursuant to Section 2.6(c), without interest thereon. At the Effective Time, all Dissenting Shares shall automatically be cancelled and shall cease to exist or be outstanding, and, except as provided set forth in this Section 4.1(a2.7(a). The Company , each holder of Dissenting Shares shall serve prompt notice cease to Parent of have any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings rights with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingthereto.

Dissenting Shares. (i) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares Shares”) pursuant to, and who complies in all respects with, Section 262 Chapter 23B.13 of the GCL WBCA ("Section 262"the “Dissenters Provisions”) shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262the Dissenters Provisions; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal dissent under Section 262the Dissenters Provisions, then the right of such holder to be paid the fair value of such holder's ’s Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive the Merger Consideration as provided in Section 4.1(a(payable without any interest thereon). . (ii) The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal dissenter’s rights of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySections 1.5 and 1.6, any shares of Company Common Stock ("Dissenting Shares") which are issued and any Company Restricted Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, adoption of this Agreement or the Merger or consented thereto in writing and who complies has demanded appraisal for such shares in all respects withaccordance with the DGCL (collectively, Section 262 of the GCL ("Section 262"“Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into a right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal under Section 262appraisal. If, then after the Effective Time, such holder fails to perfect, withdraws or loses the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and appraisal, such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration as provided in Section 4.1(a)Consideration. The Company shall serve give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockDissenting Shares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except Except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who is entitled to demand and properly demands appraisal of such Dissenting Shares shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the GCL DGCL ("Section 262"any such shares being referred to herein as “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 4.1(a2.6(a), but rather the holders . Holders of Dissenting Shares shall be entitled only to receive payment of the fair value of such Dissenting Shares shares as shall be determined in accordance with the provisions of Section 262; provided262 of the DGCL. If, howeverafter the Effective Time, that if any such holder shall fail fails to perfect or effectively waives, withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the fair value of such holder's ’s Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be treated as if they had deemed to have been converted into and to have become, as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockTime, and Parent shall have the right to participate receive the Per Share Merger Consideration in and direct all negotiations and proceedings accordance with respect to such demands. The Company shall notSection 2.6(a), except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingpayable without interest.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person record holder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal rights in all respects with, accordance with Section 262 16-10a-1321 of Utah Law (the GCL ("Section 262Dissenting Shares") shall not be converted as provided into or represent the right to receive any portion of the Merger Consideration in accordance with Section 4.1(a)1.5, but rather and the holder or holders of Dissenting Shares such shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; rights as may be granted to such holder or holders under Utah Law, provided, however, that if the status of any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's shares as Dissenting Shares shall cease and not be perfected, or if any such shares shall lose their status as Dissenting Shares shall be treated Shares, then, as if they had been converted as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) any portion of the Merger Consideration as provided in accordance with Section 4.1(a). 1.5. (b) The Company shall serve give Parent (i) prompt notice to Parent of any demands received by Dissenting Shares and of any other demand, notice or instrument, and of any withdrawal of such demands, delivered to the Company for appraisal of any shares of Company Common Stockprior to the Effective Time pursuant to Utah Law, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands has demanded appraisal of for such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided262 of the GCL, howeverif such Section 262 provides for appraisal rights for such shares in the Merger ("Dissenting Shares"), that if shall not be converted into the right to receive the Merger Consideration as provided in Section 2.05, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the GCL. If, after the Effective Time, any such holder shall fail fails to perfect or otherwise shall waive, withdraw withdraws or lose the loses his right to appraisal under Section 262appraisal, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1(a)Consideration, if any, to which such holder is entitled, without interest or dividends thereon. The Company shall serve give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, Shares and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything any provision in this Agreement to the contrary, shares ANI Shares outstanding as of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) will not be converted into the right to demand and properly demands appraisal receive the applicable portion of Merger Consideration. Holders of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall will instead be entitled only to receive payment of for the fair value of such Dissenting Shares as determined in accordance with Section 262262 of the DGCL; provided, however, that if any if, after the Effective Time, such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal under Section 262appraisal, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall will be treated as if they had been converted as of the Effective Time into the right to receive the applicable portion of the Merger Consideration as provided in Section 4.1(a)Consideration. The ANI will give the Company shall serve prompt notice to Parent of any demands received by the Company ANI for appraisal of shares and withdrawals of any shares of Company Common Stocksuch demand, and Parent shall any other communications delivered to ANI pursuant to or in connection with Section 262 of the DGCL, and the Company and ANI will jointly have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands (including settlement offers). The Company shall not, except Except with the prior written consent of Parentthe other Party, neither Party will not offer to settle or settle or (unless required pursuant to a valid and final Order) make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any shares of capital stock of the Company Common Stock ("that, as of the Effective Time, are or may become “Dissenting Shares"” within the meaning of Section 1300(b) which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") California Corporations Code shall not be converted as provided into or represent the right to receive Merger Consideration in accordance with Section 4.1(a)2.1, but rather and the holder or holders of Dissenting Shares such shares shall be entitled only to payment such rights as may be granted to such holder or holders in Chapter 13 of the fair value of such Dissenting Shares in accordance with Section 262CGCL; provided, however, that if the status of any such holder shares as “Dissenting Shares” shall fail to perfect not be perfected, or otherwise if any such shares shall waivelose their status as “Dissenting Shares,” then, withdraw or lose as of the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into the Merger Consideration as provided and shall represent Undesignated Shares in accordance with Section 4.1(a2.1(c)(i). . (b) The Company shall serve give Parent (i) prompt notice to Parent of any demands written demand received by the Company for appraisal prior to the Effective Time to require the Company to purchase shares of capital stock of the Company pursuant to Chapter 13 of the CGCL and of any shares of other demand, notice or instrument delivered to the Company Common Stockprior to the Effective Time pursuant to the CGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person person who is entitled has the right to demand demand, and who properly demands demands, an appraisal of such Shares ("Dissenting Shares pursuant to, and who complies Shares") in all respects with, accordance with Section 262 of the GCL DGCL ("Section 262"or any successor provision) shall not be converted as provided in Section 4.1(a), but rather into a right to receive the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any Merger Consideration unless such holder shall fail fails to perfect or otherwise shall waive, withdraw or lose the loses such holder's right to appraisal under Section 262such appraisal, then if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 3.1(c). 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 the DGCL (or any successor provision) and as provided in Section 4.1(a)the immediately preceding sentence. The Company shall serve give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary‎Section 3.02, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal for such Shares in all respects with, Section 262 of the GCL ("Section 262") accordance with Delaware Law shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment such rights as are granted by Section 262 of the fair value of such Dissenting Shares in accordance with Section 262; providedDelaware Law, however, that if any unless such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal under Section 262262 of Delaware Law. If, then after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal under Section 262 of Delaware Law, such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted pursuant to ‎Section 3.02(a) as of the Effective Time into into, and shall represent only, the right to receive the Merger Consideration as provided in Section 4.1(a)accordance with ‎Section 3.03. The Company shall serve give Parent prompt notice to Parent of any demands received by the Company for appraisal of Shares and any shares withdrawals of Company Common Stockany such demands, and to the extent permitted by Applicable Law, Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything any other provision contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to as of the Effective Time and that are held by any Person a shareholder who is entitled to demand and properly demands appraisal has not voted such shares in favor of such Dissenting Shares pursuant to, the Merger and who complies in has otherwise taken all respects with, Section 262 of the GCL steps required by Article 5.12 of the TBCA to properly exercise and perfect such shareholder’s dissenter’s rights ("Section 262"any such shares being referred to herein as “Dissenting Shares”) shall not be converted deemed to have ceased to represent any interest in the Surviving Corporation as provided in Section 4.1(a), but rather of the holders of Dissenting Shares Effective Time and shall be entitled only to payment those rights and remedies set forth in Articles 5.11, 5.12 and 5.13 of the fair value of such Dissenting Shares in accordance with Section 262TBCA; provided, however, that if in the event that a shareholder of the Company fails to perfect, withdraws or otherwise loses any such holder right or remedy granted by the TBCA, the shares of Company Common Stock held by such shareholder shall fail to perfect or otherwise shall waive, withdraw or lose be converted into and represent only the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into receive the Merger Consideration as provided specified in Section 4.1(a)this Agreement. The Company shall serve give Parent (a) prompt notice to Parent of any demands notice or demand for appraisal or payment for shares of Company Common Stock received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have (b) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or offer to settle, otherwise negotiate any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder thereof who has not voted in favor of the Merger and who is entitled to demand and properly validly demands appraisal payment of the fair value for such Dissenting Shares pursuant to, and who complies as determined in all respects with, accordance with Section 262 of the GCL DGCL ("Section 262"such Shares, the “Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into or be exchangeable for the right to receive the Per Share Merger Consideration, but rather the holders of Dissenting Shares instead shall be entitled only converted into the right to receive payment of from the fair value of Surviving Corporation with respect to such Dissenting Shares in accordance with Section 262; providedthe DGCL, however, that if unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right under the DGCL. If any such holder of Shares shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose the right to appraisal under Section 262, then the right each Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the Per Share Merger Consideration as provided in accordance with Section 4.1(a). The Company shall serve give prompt notice to Parent of any written demands received by the Company for appraisal of any shares Shares pursuant to Section 262 of Company Common Stockthe DGCL, and Parent shall have the right to reasonably participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal of such Shares (“Dissenting Shares Shares”) pursuant to, and who complies in all respects with, Section 262 of the GCL DGCL ("Section 262"the “Appraisal Rights”) shall not be converted as provided in Section 4.1(a), but rather into the holders of Dissenting right to receive the Merger Consideration with respect to such Shares and shall instead be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262the Appraisal Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal dissent under Section 262the Appraisal Rights, then the right of such holder to be paid the fair value of such holder's ’s Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive the Merger Consideration as provided in Section 4.1(a). Consideration, without interest. (b) The Company shall serve prompt notice to Parent Purchaser of any demands received by the Company for appraisal dissenter’s rights of any shares of Company Common StockShares, and Parent Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentPurchaser, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.1(a), shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and held by a holder who has complied with the provisions of Chapter 23B.13 of the WBCA that are held by any Person who is entitled applicable prior to demand and properly demands appraisal of such the Effective Time (“Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262"Shares”) shall not be converted as provided in Section 4.1(a)into or represent the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only unless such holder withdraws or otherwise loses (through failure to perfect or otherwise) his, her or its right to obtain payment of the fair value of his or its Dissenting Shares, but shall instead be entitled only to such rights with respect to such Dissenting Shares in accordance with Section 262; provided, however, that if any as may be granted to such holder shall fail pursuant to Chapter 23B.13 of the WBCA. If after the Effective Time such holder withdraws or loses (through failure to perfect or otherwise shall waiveotherwise) his, withdraw her or lose the its right to appraisal under Section 262, then the right obtain payment of such holder to be paid the fair value of such holder's his, her or its Dissenting Shares shall cease and under Chapter 23B.13 of the WBCA, such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration as provided in Section 4.1(a)payable with respect thereto. The Company shall serve prompt use reasonable best efforts to give Parent notice to Parent of any notice of intent to demand payment under Section 23B.13.210, demand for payment under Section 23B.13.230 or withdrawal of any such demands received by the Company for appraisal of any shares of Company Common Stock, and involve Parent shall have in the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary‎Section 2.02, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted, or caused or permitted to be voted, any Person who is entitled to demand and properly demands appraisal shares in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies has demanded and perfected such holder’s right to appraisal for such shares in all respects with, Section 262 of the GCL ("Section 262") accordance with Delaware Law shall not be converted as provided in Section 4.1(a)into, or represent, the right to receive the Merger Consideration, but rather instead and in lieu thereof, shall have the holders of Dissenting Shares shall be entitled only right to receive payment of the fair value of from Parent with respect to such Dissenting Shares shares in accordance with Section 262262 of Delaware Law; provided, however, that if any such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal or if a court of competent jurisdiction shall otherwise determine that such shareholder is not entitled to the relief provided under Section 262262 of Delaware Law, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shares shall be treated as if they had been converted as of the Effective Time into the right to receive only the Merger Consideration as provided in Section 4.1(a)Consideration, without interest thereon. The Company shall serve give Parent prompt notice to Parent of any notice of intent to demand payment or other demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and control and direct all negotiations and proceedings with respect to such demands. The Company shall not, except Except with the prior written consent of ParentParent or as required by Applicable Law, the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do demands (including by providing any estimate of the foregoingfair value of any shares).

Dissenting Shares. The Company shall comply with all applicable requirements under the GCL with respect to shareholder appraisal rights arising with respect to the transactions contemplated in this Agreement. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that which are held by any Person a holder who is entitled to has not voted in favor of the Merger or consented thereto in writing and who has delivered a written demand and properly demands for appraisal of such Dissenting Shares pursuant to, and who complies shares in all respects with, accordance with Section 262 of the GCL ("Section 262Dissenting Shares") shall not be converted into the right to receive the Merger Consideration, as provided in Section 4.1(a)2.2 hereof, but rather the holders of Dissenting Shares shall be entitled only unless and until such holder fails to perfect or effectively withdraws or otherwise loses his right to appraisal and payment under Section 262 of the fair value of such Dissenting Shares in accordance with Section 262; providedGCL. If, howeverafter the Effective Time, that if any such holder shall fail fails to perfect or otherwise shall waive, withdraw effectively withdraws or lose the loses his right to appraisal under Section 262appraisal, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1(a)to which such holder is entitled, without interest thereon. The Company shall serve give the Purchaser (i) prompt notice to Parent of any notice or demands for appraisal or payment for shares received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, demands or agree to do any of the foregoingnotices.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued if and outstanding immediately prior to the Effective Time and that are held extent required by any Person who is entitled to demand and properly demands appraisal of such the CGCL, Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a)exchangeable for the right to receive the Merger Consideration, but rather the and holders of such Dissenting Shares shall be entitled to receive only such rights as are granted by the CGCL. If, after the Effective Time, any such holder fails to payment of the fair value of perfect or effectively withdraws or loses such right, such Dissenting Shares in accordance with Section 262; providedshall thereupon be treated as if they had been converted into and to have become exchangeable for, howeverat the Effective Time, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under receive the Merger Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2623.03, if (i) the Merger is rescinded or abandoned or (ii) the shareholders of the Company revoke the authority to effect the Merger, then the right of such holder any shareholder to be paid the fair value of such holdershareholder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as pursuant to Section 1300 of the Effective Time into the Merger Consideration as provided in Section 4.1(a)CGCL shall cease. The Company shall serve give Parent prompt notice to Parent of any demands received by the Company for appraisal appraisals of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsDissenting Shares. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any demands for appraisals or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") Shares which are issued and outstanding immediately prior to the Effective Time and that which are held by any Person stockholders who is entitled object to demand the Merger and properly demands appraisal comply with all of such Dissenting Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 262 of the GCL DGCL (the "Section 262Dissenting Shares") shall not be converted as into or be exchangeable for the right to receive the consideration provided in Section 4.1(a), 2.07 of this Agreement but rather the holders of Dissenting Shares shall instead be entitled only to receive payment of the fair appraised value of such Dissenting Shares in accordance with the relevant provisions of such Section 262; provided, however, that if unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal and payment under the DGCL. If any such holder shall fail have so failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to appraisal under Section 262, then receive the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as consideration provided in Section 4.1(a)2.07. The Company shall serve give Parent (i) prompt notice to Parent of any demands received by the Company written demand for appraisal of any shares of Company Common Stockappraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect topayment, settle any demands or settle or offer to settle, approve any such demands, or agree to do any of the foregoingwithdrawals.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by any Person stockholders who is entitled to demand and properly demands appraisal shall have not voted in favor of such Dissenting Shares pursuant to, the Merger and who complies shall have demanded properly in all respects with, writing appraisal for such Shares in accordance with Section 262 of the GCL DGCL (collectively, the "Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a), but rather into or represent the holders of Dissenting Shares right to receive the Merger Consideration. Such stockholders shall be entitled only to receive payment of the fair appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262; provided, however, except that if any such holder all Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal under Section 262, then the right of such holder Shares under such Section 262 shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration as Consideration, without any interest thereon, upon surrender, in the manner provided in Section 4.1(a). 1.08, of the certificate or certificates that formerly evidenced such Shares. (b) The Company shall serve give Parent (i) prompt notice to Parent of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demandsSection 262. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything to the contrary ----------------- contained in this Agreement Agreement, to the contraryextent appraisal rights are available to CGB&L stockholders pursuant to Section 262 of the DGCL, any shares held by a Person who delivers to CGB&L, prior to the Special Meeting, a written demand for payment for his or her shares, whose shares were not voted in favor of Company Common Stock the Merger and who complies with all of the provisions of the DGCL concerning the rights of such Person to dissent from the Merger and to require appraisal of such Person's shares and who has not withdrawn such objection or waived such rights prior to the Closing Date ("Dissenting Shares") which are issued and outstanding immediately prior shall not be converted pursuant to Section 3.1 but shall become the right to receive such consideration ----------- as may be determined to be due to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal holder of such Dissenting Shares pursuant toto the DGCL, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waiveeach Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to appraisal under Section 262, then the right of such holder DGCL shall be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted converted, as of the Effective Time Time, into the Merger Consideration cash in an amount determined as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingthis Agreement.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.8 hereof, shares of Company the Common Stock ("Dissenting Shares") which are and shares of the Preferred Stock issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of has properly demanded and perfected such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the holder's right to appraisal under Section 262, then dissent from the right of such holder Merger and to be paid the fair value of such holder's Dissenting Shares shares in accordance with Sections 302A.471 and 302A.473 of the MBCA (and who has neither effectively withdrawn nor lost his right to dissent) ("DISSENTING SHARES"), shall cease not be converted into a right to receive the Merger Consideration per Share or the Preferred Stock Merger Consideration per Share, as the case may be, pursuant to Section 1.8, and the holder thereof shall be entitled to only such Dissenting Shares rights as are granted by the MBCA. If after the Effective Time such holder fails to perfect or withdraws or otherwise loses his right to dissent, such shares of Common Stock and Preferred Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration per Share or the Preferred Stock Merger Consideration per Share, as the case may be, as provided in Section 4.1(a)1.8, without interest thereon. The Company shall serve give Parent reasonably prompt notice to Parent of any demands for payment received by the Company for appraisal under Sections 302A.471 and 302A.473 of any shares of Company Common Stockthe MBCA, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") Shares which are issued and outstanding immediately prior to the Effective Time and that which are held by any Person persons who is entitled to demand and have properly demands exercised appraisal of such Dissenting Shares pursuant to, and who complies rights with respect thereto in all respects with, accordance with Section 262 of the GCL DGCL ("Section 262") the “Dissenting Shares”), shall not be converted as provided in Section 4.1(a)into or exchangeable for the right to receive the Merger Consideration, but rather the and holders of such Dissenting Shares shall be entitled only to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262; provided262 of the DGCL, howeverunless and until the applicable holder fails to perfect or effectively withdraws or otherwise loses such holder’s rights to appraisal under the DGCL. If, that if after the Effective Time, any such holder shall fail fails to perfect or otherwise shall waiveeffectively withdraws or loses such right, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be treated as if they had been converted as of at the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1(a)Consideration, without any interest thereon. The Company shall serve give Parent prompt notice to Parent of any written demands received by the Company for appraisal appraisals of any shares of Company Common StockDissenting Shares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any demands for appraisals or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.1, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands an appraisal of the fair market value for such Dissenting Shares pursuant to, shares and who does not vote in favor of or consent in writing to the Merger and who otherwise complies in all respects with, with the provisions of Section 262 1300 of the GCL CGCL ("Section 262"the “Dissenting Shares”) shall not be converted into the right to receive any portion of the Merger Consideration as provided in Section 4.1(a)2.1(b) of this Agreement, but rather the holders of Dissenting Shares shall be entitled only unless and until such holder fails to payment perfect or withdraws or otherwise loses his right to an appraisal of the fair market value of such his Dissenting Shares in accordance with Section 262; providedShares. If, howeverafter the Effective Time, that if any such holder shall fail fails to perfect or otherwise shall waive, withdraw withdraws or lose the loses his right to an appraisal under Section 262, then the right of such holder to be paid the fair market value of such holder's his Dissenting Shares shall cease and under the CGCL, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1(a). The to which such holder is entitled, without interest thereon. (b) SPI shall give the Company shall serve prompt notice to Parent of any demands received by the Company SPI for appraisal the payment of any shares of Company Common Stockfair market value for Shares, and Parent the Company shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company SPI shall not, except with not make any such payment without the Company’s prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingconsent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of those Company Common Stock ("Dissenting Shares") Shares which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted into the right to receive the Company Share Consideration as provided in Section 4.1(a)5.1 hereof, but rather the holders of Dissenting Shares shall be entitled only to payment receive such consideration as shall be determined pursuant to Section 262 of the fair value of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that that, if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw or lose the his right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value of such holder's Dissenting Shares ’s shares shall cease and such Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the Merger Consideration right to receive the Per Share Company Share Consideration, without any interest thereon, as provided in Section 4.1(a). 5.1 and such shares shall no longer be Dissenting Shares. (b) The Company shall serve prompt give Buyer and Merger Sub (i) notice to Parent of any written demands for appraisal, withdrawals of demands for appraisal, and any other instrument served pursuant to Section 262 of the DGCL, received by the Company for appraisal of any shares of Company Common Stockwithin one business day after such receipt, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 262 of the DGCL. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which any Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by any Person holders of Company Common Stock who is entitled to demand and properly demands appraisal shall not have voted in favor of such Dissenting Shares pursuant to, the Merger or consented thereto in writing and who complies shall have demanded properly in all respects with, writing appraisal for such shares in accordance with Section 262 89 of the GCL MBCL (collectively, the "Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a), but rather into or represent the holders of Dissenting Shares right to receive the Merger Consideration. Such stockholders shall be entitled only to receive payment of the fair appraised value of such Dissenting Shares shares held by them in accordance with the provisions of such Section 262; provided89, however, except that if any such holder all Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal under Section 262, then the right of such holder shares shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration as without any interest thereon, upon surrender, in the manner provided in Section 4.1(a1.7(b). , of the Certificate or Certificates that formerly evidenced such shares. (b) The Company shall serve give Parent prompt notice to Parent of any demands for appraisal received by the Company for appraisal Company, withdrawals of any shares of Company Common Stocksuch demands, and Parent shall have any other instruments served pursuant to the right to participate in MBCL and direct all negotiations and proceedings with respect to such demandsreceived by the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any demand for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoingdemand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock held by a person (a "DISSENTING SHAREHOLDER") who shall have voted against adopting this Agreement or not consented thereto in writing and who shall have properly filed a notice of election to dissent with the Company in accordance with Section 623 of the BCL ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262DISSENTING SHARES") shall not be converted as provided described in Section 4.1(a)3.01, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless such holder shall fail fails to perfect or withdraws or otherwise loses his right to receive payment for shares. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to receive payment, such Dissenting Shareholder's shares of Company Common Stock shall waiveno longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have been exchangeable for, withdraw or lose at the Effective Time, the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into receive the Merger Consideration as provided in Section 4.1(a)Consideration. The Company shall serve give Acquiror (i) prompt notice to Parent of any demands notice of election to dissent received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandselection. The Company shall not, except with without the prior written consent of ParentAcquiror, make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands, or agree to do any of the foregoingelection.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to the Effective Time and that which are held by any Person holders of shares of Company Common Stock who is entitled have not voted in favor of or consented to demand the Merger and who have properly demands appraisal demanded and perfected their rights to dissent from the Merger and to be paid the fair value of such Dissenting Shares pursuant to, shares in accordance with Sections 302A.471 and who complies in all respects with, Section 262 302A.473 of the GCL MBCA (the "Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather and the holders of Dissenting Shares thereof shall be entitled to only to payment of such rights as are granted by the fair value of such Dissenting Shares in accordance with Section 262MBCA; provided, however, that if any such holder shareholder of the Company shall fail to perfect or otherwise shall waive, effectively withdraw or lose such shareholder's right to dissent under the MBCA, such shareholder's shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, into the right to appraisal under receive the Merger Consideration, as set forth in Section 2622.1 of this Agreement, then the right of without any interest thereon (and, if no election is timely made by such holder pursuant to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time Section 2.2, into the Merger Consideration as provided in Section 4.1(aStock Consideration). . (b) The Company shall serve prompt give Parent (i) notice to Parent of any demands notice received by the Company for appraisal of intent to demand the fair value of any shares of Company Common Stock, withdrawals of such notices and Parent shall have any other instruments served pursuant to the right MBCA and received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demandsthe exercise of dissenters' rights under the MBCA. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable law, make any payment with respect to, or settle to any such exercise of dissenters' rights or offer to settle, settle or settle any such demands, or agree to do any of the foregoingrights.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, any shares of Company Common Stock held by a holder who has not effectively withdrawn or lost such holder's dissenters' rights under Sections 60.551 through 60.594 of the OBCA ("Dissenting Shares") which shall not be converted into the consideration for Company Common Stock set forth in Section 1.6 hereof (and subject to the provisions of Article IX hereof), but the holder thereof shall only be entitled to such rights as are issued and outstanding immediately prior provided by the OBCA. (b) Notwithstanding the provisions of Section 1.7(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder's dissenters' rights under the OBCA, then, as of the later of the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal the occurrence of such Dissenting Shares pursuant toevent, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shares shall cease automatically be converted into and such Dissenting Shares shall be treated as if they had been converted as represent only the consideration for Company Common Stock set forth in Section 1.6 hereof, without interest thereon, and subject to the provisions of Section 1.8, upon surrender of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The certificate(s) representing such shares. (c) Company shall serve give Purchaser (i) prompt notice to Parent of any demands written demand for dissenters' rights received by the Company for appraisal pursuant to the applicable provisions of any shares of Company Common Stockthe OBCA, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, offer to settle or agree to do settle any of the foregoingsuch demands.

Dissenting Shares. Notwithstanding anything in this Agreement any provision hereof to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are any HD Shares held by any Person who is entitled to demand and properly demands appraisal of such a Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL Stockholder ("Section 262"as hereinafter defined) shall not be converted as provided described in Section 4.1(a)3.1, but rather instead such shares (the holders of “Dissenting Shares Shares”) shall be entitled only converted into the right to payment of receive such consideration as may be determined to be due a Dissenting Stockholder pursuant to the fair value of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that if any such holder a Dissenting Stockholder shall fail to perfect his demand, withdraw his demand or otherwise shall waive, withdraw or lose the his right to of appraisal under Section 262the terms of the DGCL, then the right of HD Shares held by such holder Dissenting Stockholder shall not be Dissenting Shares and shall be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except accordance with the prior written consent of Parentprovisions hereof, including Section 3.1. HD shall not voluntarily make any payment with respect to, or settle settle, or offer to settlesettle or otherwise negotiate, any such demands. All amounts paid to Dissenting Stockholders shall be paid without interest thereon (to the extent permitted by Applicable Law) by the Surviving Corporation. For purposes hereof, or agree the term “Dissenting Stockholder” shall mean a holder of HD Shares who has demanded and perfected its right to do any appraisal of such shares in accordance with Section 262 of the foregoingDGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, to Section 262 of the GCL DGCL ("Section 262"“Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless and until such holder shall fail have failed to perfect perfect, or otherwise shall waivehave effectively withdrawn or lost, withdraw or lose the such holder’s right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as if they had been converted as of the later of the Effective Time into and the time that such right to appraisal has been irrevocably lost, withdrawn, or expired, the Merger Consideration as provided in accordance with Section 4.1(a3.1(a). The Company shall serve prompt notice to Parent of any demands for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments received by the Company for appraisal of any shares of Company Common Stockrelating to rights to appraisal, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle settle, or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. (i) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares Shares”) pursuant to, and who complies in all respects with, Section 262 of the GCL DGCL ("Section 262"the “Dissenters’ Provisions”) shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262the Dissenters’ Provisions; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal dissent under Section 262the Dissenters’ Provisions, then the right of such holder to be paid the fair value of such holder's ’s Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive, the Merger Consideration as provided in Section 4.1(a(payable without any interest thereon). . (ii) The Company shall serve prompt notice to promptly notify Parent of any demands received by the Company for appraisal dissenter’s rights of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are each Share that is issued and outstanding immediately prior to the Effective Time and that are is held by any Person a stockholder who is entitled to demand has properly exercised and properly demands perfected appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 rights under the provisions of the GCL DGCL (collectively, "Section 262DISSENTING SHARES") ), shall not be converted as provided in Section 4.1(a)into or exchangeable for the right to receive the Merger Consideration, but rather shall instead entitle the holders of Dissenting Shares holder thereof to receive payment therefor as shall be entitled only determined pursuant to payment the provisions of the fair value of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost his right to appraisal and payment under Section 262the DGCL, then the right each Share of such holder shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration as provided in accordance with Section 4.1(a2.11(a), and such shares shall no longer be Dissenting Shares. The Company shall serve give Parent (i) prompt notice to Parent of any written demands for appraisal of Shares received by the Company for appraisal of any shares of Company Common StockCompany, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather into or represent the holders of Dissenting Shares shall be entitled only right to payment of receive the fair value of such Dissenting Shares Merger Consideration in accordance with Section 262; provided2.6, howeverbut shall be cancelled and any Certificate representing, or Uncertificated Shares that if are, Dissenting Shares shall represent only such rights as are granted by the DGCL in respect thereof. (b) If any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw then, as of the later of the Effective Time or lose the right to appraisal under Section 262, then the right date of loss of such holder status, such shares shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 4.1(a). 2.6, without interest, and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall serve give the Parent: (i) prompt notice to Parent of any demands written demand for appraisal received by the Company for appraisal prior to the Effective Time pursuant to the DGCL, any withdrawal of any shares of such demand and any other demand, notice or instrument delivered to the Company Common Stock, prior to the Effective Time pursuant to the DGCL that relates to such demand; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not make any payment or settlement offer with respect to, or settle or offer to settle, any such demandsdemand, notice or agree instrument unless the Parent shall have given its written consent to do any of the foregoingsuch payment or settlement offer, which consent shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 3.02 above, shares each outstanding share of Company Common Stock the holder of which has perfected his, her or its right to dissent under the MBCA and has not effectively withdrawn or lost such right as of the Effective Time (the "Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a)into or represent a right to receive shares of Parent Common Stock hereunder, but rather and the holders of Dissenting Shares holder thereof shall be entitled only to such rights as are granted by the MBCA. The Company shall give Parent prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the MBCA. If any holder of Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose lost the right to appraisal under Section 262dissent at or prior to the Effective Time, then the right of Dissenting Shares held by such holder shall be converted into a right to be paid receive Parent Common Stock and cash in respect of any fractional shares as provided in Section 3.04 in accordance with the fair value applicable provisions of such holder's this Agreement. If any holder of Dissenting Shares shall cease have effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise) after the Effective Time, the Dissenting Shares held by such holder shall be converted into the right to receive Parent Common Stock and such cash in respect of any fractional shares in accordance with the applicable provisions of this Agreement as Parent or the Exchange Agent shall determine. Any payments made in respect of Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received made by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingSurviving Corporation.

Dissenting Shares. Notwithstanding anything in (a) For purposes of this Agreement to the contraryAgreement, “Dissenting Shares” means shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who has not voted such Company Stock in favor of, or consented to, the adoption of this Agreement and the transactions contemplated hereby, including, without limitation, the Merger and who is entitled to demand and properly demands appraisal of such Dissenting Shares shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the GCL ("Section 262") Delaware Act. Dissenting Shares shall not be converted into or represent the right to receive shares of Parent Common Stock as provided in Section 4.1(a)1.5, but rather instead the holders holder of such Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares shares as shall be determined in accordance with the provisions of Section 262; provided, however, that if 262 of the Delaware Act. If any such holder shall fail to perfect or otherwise shall effectively waive, withdraw withdraw, or otherwise lose the right to appraisal under Section 262of such shares, then the right of (i) such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such to be Dissenting Shares and shall be treated as if they had deemed to have been converted into as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate receive the Merger Shares issuable in and direct all negotiations and proceedings with respect of such Company Stock pursuant to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any Section 1.5 upon surrender of the foregoingapplicable Company Stock Certificates or proper documentary evidence pursuant to Section 1.6.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, Dissenting Shares shall not be converted into or represent the right to receive any portion of the contraryAggregate Consideration in accordance with Section 2.1, shares but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Common Stock ("Dissenting Shares". (b) which are issued If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and outstanding immediately shall represent only the right to receive any portion of the Aggregate Consideration otherwise payable in respect thereof pursuant to this Agreement, without interest thereon, upon surrender of the Certificate formerly representing such shares in accordance with Section 2.2. (c) The Company shall give the Parent (i) prompt notice of any written demand for appraisal received by the Company prior to the Effective Time and that are held by pursuant to the DGCL, any Person who is entitled to withdrawal of any such demand and properly demands appraisal of such Dissenting Shares pursuant toany other demand, and who complies in all respects with, Section 262 of notice or instrument delivered to the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only Company prior to payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into pursuant to the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice DGCL that relates to Parent of any demands received by such demand and (ii) the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not settle or make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demandsdemand, notice or agree instrument unless the Parent shall have given its written consent to do any of the foregoingsuch settlement, payment or settlement offer.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is was entitled to demand and properly demands has validly demanded appraisal of such Dissenting Shares pursuant to, and who complies rights in all respects with, accordance with Section 262 of the GCL Act ("Section 262"“Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s appraisal rights under the Act, but rather the holders of Dissenting Shares instead shall be entitled only converted into the right to receive payment of from the fair value of Surviving Corporation with respect to such Dissenting Shares in accordance with Section 262; provided, however, that if the Act. If any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such appraisal right pursuant to the Act, withdraw or lose the right to appraisal under Section 262, then the right each Dissenting Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a share of Common Stock that had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 4.1(a2.2(c). The Company shall serve give prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the Act received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued contrary and outstanding immediately prior to the Effective Time and that are extent available under the DGCL, Shares held by any Person who is stockholder entitled to demand and who properly demands the appraisal of for such Shares (the ‘‘Dissenting Shares Shares’’) pursuant to, and who complies in all respects with, the provisions of Section 262 of the GCL DGCL ("‘‘Section 262"’’) shall not be converted as provided in Section 4.1(a)into, but rather or represent the holders of Dissenting Shares right to receive, the Merger Consideration. Any such stockholder shall instead be entitled only to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262; provided, howeverthat, that if all Dissenting Shares held by any such holder stockholder who shall fail have failed to perfect or who otherwise shall waive, withdraw have withdrawn or lose the right lost such stockholder’s rights to appraisal of such Shares under Section 262, then the right of such holder 262 shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into, and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration as Consideration, without any interest thereon, upon surrender in the manner provided in Section 4.1(a)3.02 of the Certificate or Certificates that formerly evidenced such Shares. The Company shall serve give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and has properly demands demanded appraisal of for such Dissenting Shares pursuant toin accordance with, and who complies in all respects with, Section 262 of the GCL DGCL ("Section 262"such Shares, the “Dissenting Shares”) shall will not be converted as into the right to receive the Merger Consideration, and will instead represent the right to receive only the payment provided in by Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to payment 262 of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if DGCL. If any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose the loses his, her or its right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the fair value receive such payment in respect of such holder's Dissenting Shares shall will cease and such Dissenting Shares shall will be treated as if they had deemed to have been converted converted, as of the Effective Time Time, into and will be exchangeable solely for the right to receive the Merger Consideration as provided in Section 4.1(a)and shall no longer be Dissenting Shares. The Company shall serve will give Parent prompt notice to Parent of any demands received by the Company for appraisal of Shares, attempted withdrawals of such demands and any shares other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Company Common StockDissenting Shares, and Parent shall will have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. The Company shall will not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.or

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, the shares of Company Common Capital Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to before the Effective Time and that are held by any Person the stockholders of the Company who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, did not deliver a Stockholder Written Consent in connection with the Merger and who complies in comply with all respects with, of the relevant provisions of Section 262 of the GCL DGCL ("Section 262") the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration unless and until such stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL; and any such stockholder shall have only such rights in respect of the Dissenting Shares owned by them as are provided in by Section 4.1(a)262 of the DGCL. If any such stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, but rather the holders each of such stockholder’s Dissenting Shares shall thereupon be entitled only deemed to payment of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted into and to have become exchangeable, as of the Effective Time into Time, for the right to receive the Merger Consideration as provided in without any interest thereon, pursuant to the terms of Section 4.1(a)2.6. The Company shall serve prompt notice to Parent of any demands received by Before the Company for appraisal of any shares of Company Common StockEffective Time, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do claim made by any stockholders of the foregoingCompany with respect to Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided into or represent the right to receive the Merger Consideration in accordance with Section 4.1(a)2.6, but rather the holders of Dissenting Shares shall be entitled only to payment such rights as are granted by the DGCL to a holder of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if Shares. (b) If any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and lose their status as such Dissenting Shares (through failure to perfect, withdrawal or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 4.1(a). 2.6, without interest, and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall serve give the Parent: (i) prompt written notice to Parent (email being sufficient) of any demands written demand for appraisal received by the Company for appraisal prior to the Effective Time pursuant to the DGCL, any withdrawal of any shares of such demand and any other demand, notice or instrument delivered to the Company Common Stock, prior to the Effective Time pursuant to the DGCL that relates to such demand; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demandsdemand, notice or agree instrument unless the Parent shall have given its written consent to do any of the foregoingsuch payment or settlement offer, which consent shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") Shares which are issued and outstanding immediately prior to the Effective Time and that which are held by any Person stockholders who is entitled object to demand the Merger and properly demands appraisal comply with all of such Dissenting Shares pursuant to, and who complies in all respects with, the relevant provisions of Section 262 of the GCL DGCL (the "Section 262Dissenting Shares") shall not be converted as into or be exchangeable for the right to receive the consideration provided in Section 4.1(a), 2.07 of this Agreement but rather the holders of Dissenting Shares shall instead be entitled only to receive payment of the fair appraised value of such Dissenting Shares in accordance with the relevant provisions of such Section 262; provided, however, that if unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal and payment under the DGCL. If any such holder shall fail have so failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to appraisal under Section 262, then receive the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as consideration provided in Section 4.1(a)2.07. The Company shall serve give Parent (i) prompt notice to Parent of any demands received by the Company written demand for appraisal of any shares of Company Common Stockappraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect topayment, settle any demands or settle or offer to settle, approve any such demands, or agree to do any of the foregoingwithdrawals.

Dissenting Shares. Notwithstanding anything in Shares of Hostcentric's capital stock that have not been voted for approval of this Agreement and the Merger and with respect to which appraisal rights shall have been properly perfected in accordance with Section 262 of the contrary, shares of Company Common Stock Delaware Code ("Dissenting Shares") which are issued shall not be converted into the right to receive the applicable Merger Consideration provided in Sections 2.1, 2.2 and outstanding immediately prior to 2.3(a) at or after the Effective Time Time, unless and that are held by any Person who is entitled to demand and properly demands appraisal until the holder of such Dissenting Shares pursuant to, and who complies withdraws such holder's demand for such appraisal in all respects with, accordance with Section 262 262(k) of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders Delaware Code or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares withdraw in accordance with Section 262; provided262(k) of the Delaware Code or such holder's demand for such appraisal shall become ineligible for such appraisal, howeverthen, that if any such holder shall fail to perfect as of the later of the Effective Time or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right occurrence of such holder to be paid the fair value of event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into the right to receive the applicable Merger Consideration provided in Sections 2.1, 2.2 and 2.3(a). Any amounts to be paid to holders of Dissenting Shares with respect to such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received paid by the Company for appraisal of any shares of Company Common StockSurviving Corporation, and Parent shall have subject to the right of Interland and Merger Sub to participate in and direct all negotiations and proceedings seek indemnification with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingthereto as set forth in Article VIII.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather into the right to receive the Merger Consideration and holders of such Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares receive payments in accordance with the provisions of Section 262; provided262 of the DGCL, however, that if unless and until such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such Person’s rights to receive payment under Section 262 of the DGCL. If any such holder shall fail Person fails to perfect comply with the provisions of Section 262 of the DGCL or otherwise shall waiveeffectively withdraws or loses such right, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be treated as if they had been converted as of at the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1(a)Consideration, without any interest thereon. The Company shall serve prompt give Parent notice to Parent of any written demands received for appraisal of Shares promptly after receipt by the Company for appraisal of any shares of Company Common Stock, and shall give Parent shall have the right opportunity to direct and participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle to any such demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of any Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person a Company Stockholder who has not voted in favor of or consented to the adoption of this Agreement and who is entitled to demand and has properly demands demanded appraisal of for such Dissenting Shares pursuant toCompany Stock in accordance with the DGCL, and who complies in all respects withwho, Section 262 as of the GCL Effective Time, has not effectively withdrawn or lost such appraisal rights ("Section 262"such Company Stock, “Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into or be exchangeable for the right to receive a portion of the Closing Merger Consideration and, but rather the holders of Dissenting Shares instead, shall be entitled to only to payment of those rights as set forth in the fair value of such Dissenting Shares in accordance with Section 262; providedDGCL. If, howeverafter the Effective Time, that if any such holder shall fail fails to perfect or otherwise shall waivewithdraws or loses his, withdraw her or lose the its right to appraisal under Section 262the DGCL, then with respect to any Dissenting Shares, upon surrender of the right of certificate(s) representing such holder to be paid the fair value of such holder's Dissenting Shares shall cease and Shares, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and receive the portion of the Closing Merger Consideration, if any, to which such Company Stock is entitled pursuant to Section 3.01, without interest. Acquiror shall direct all negotiations and proceedings with respect to the exercise of such demands. The Company shall not, except with appraisal rights under the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingDGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares any share of Company Common Capital Stock held by a Company Stockholder who either ("Dissenting Shares"i) which are issued has demanded and outstanding immediately prior to perfected appraisal or dissenters’ rights in respect of such share in accordance with the DGCL and, as of the Effective Time and that are held by any Person who is entitled Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights or (ii) as of the Effective Time, retains the right to demand and properly demands appraisal of such perfect dissenters’ rights under the DGCL (collectively, “Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262"Shares”) shall not be converted as provided in into the right to receive the Merger Consideration pursuant to Section 4.1(a)1.7, but rather the holders of Dissenting Shares and each holder thereof shall be entitled only to payment of such rights as are granted by the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). DGCL. (b) The Company shall serve give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal of any shares of Company Common Capital Stock, demands for purchase by the Company of any shares of Company Capital Stock pursuant to the exercise of dissenters’ rights, withdrawals of such demands, and Parent shall have any other instruments or notices served pursuant to the right DGCL on the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisal of Company Capital Stock or demands for purchase of Company Capital Stock, or settle or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, any shares of capital stock of the Company Common Stock (that, as of the Effective Time, are or may become "Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are " by reason of being held by any Person who is entitled Company Shareholders with the right to demand and properly demands appraisal dissent within the meaning of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 0-000-000 of the GCL ("Section 262") CBCA shall not be converted as provided in Section 4.1(a)into or represent the right to receive the Per Share Consideration, but rather and the holder or holders of Dissenting Shares such shares shall be entitled only to payment such rights as may be granted to such holder or holders in Article 7-113 of the fair value of such Dissenting Shares in accordance with Section 262CBCA; provided, however, that if the status of any such holder shares as "dissenting shares" shall fail to perfect not be perfected, or otherwise if any such shares shall waivelose their status as "dissenting shares," then, withdraw or lose as of the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the Merger right to receive (upon the surrender of the certificate or certificates representing such shares) the Per Share Consideration as provided in accordance with Section 4.1(a1.5 (and cash in lieu of fractional shares in accordance with Section 1.7(c). ). (b) The Company shall serve give Parent (i) prompt notice to Parent of any demands written demand received by the Company for appraisal prior to the Effective Time to require the Company to purchase shares of capital stock of the Company pursuant to Article 7-113 of the CBCA and of any shares of other demand, notice or instrument delivered to the Company Common Stockprior to the Effective Time pursuant to the CBCA, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Company shall not, except with the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by applicable law, shares of capital stock of the Company Common Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to the Effective Time and that are held owned by any Person Shareholders who is entitled to demand and have properly demands appraisal demanded payment of such the fair value of their stock (the "Dissenting Shares pursuant to, and who complies in all respects with, Shares") within the meaning of Section 262 of the GCL ("Section 262") Act shall not be converted as provided in into the right to receive shares of Parent Stock pursuant to Section 4.1(a)2.3.1 above unless and until such Shareholders shall have failed to perfect or shall have effectively withdrawn their demand, but rather or lost their right of payment under applicable law. If any such Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right of payment, each share of capital stock held by such Shareholder shall thereupon be deemed converted into the holders right to receive and exchangeable for, at the Effective Time, shares of Parent Stock pursuant to Section 2.3.1 of this Agreement. Subject to the terms and conditions of this Agreement, at and after the Effective Time, any holder of shares of capital stock who complies with Section 262 of the Act (a "Dissenting Shares Shareholder") shall be entitled only to obtain payment from the Surviving Corporation of the fair value of such Dissenting Shares in accordance with Section 262Shareholder's shares of capital stock as determined pursuant to the Act; providedPROVIDED, howeverHOWEVER, that if any that, to the extent permissible under the Act, no such holder payment shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease made unless and until such Dissenting Shares shall be treated as if they had been converted as of Shareholder has surrendered to the Effective Time into Parent the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by certificate representing the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any capital stock for which payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingis being made.

Dissenting Shares. Notwithstanding anything in any other provisions of this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to the Effective Time and that which are held by any Person shareholders who is entitled to demand have perfected their dissenters' rights in accordance with and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 as contemplated by Article 15 of the GCL VSCA (collectively, "Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration. Such shares instead shall, but rather from and after the holders of Dissenting Shares shall be entitled Effective Time, represent only the right to receive payment of the fair value of such Dissenting Shares shares in accordance with Section 262cash as determined pursuant to Article 15 of the VSCA; provided, however, that if any no such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares payment shall be treated as if they had been converted as made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the VSCA and surrendered to the Company the Certificate or Certificates representing the shares for which a demand of payment is being made. In the event that after the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent a dissenting shareholder of any demands received by the Company for appraisal fails to perfect, or effectively withdraws or loses, his dissenters' rights with respect to his shares, Parent shall, or shall cause the Paying Agent to, issue and deliver the consideration to which such holder of any shares of Company Common StockStock would be entitled under this Article II, and Parent shall have the right to participate in and direct all negotiations and proceedings without interest, had such shareholder not exercised dissenters' rights with respect to such demands. The Company shall notshares, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any upon surrender by such demands, or agree to do any holder of the foregoingCertificate or Certificates representing all shares of Company Common Stock held by him.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder (if any) who is entitled has the right to demand demand, and who properly demands demands, an appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, accordance with Section 262 of the GCL DGCL (or any successor provision) ("Section 262Dissenting Shares") shall not be converted as provided in Section 4.1(a), but rather into a right to receive the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any Merger Consideration unless such holder shall fail fails to perfect or otherwise shall waive, withdraw or lose the loses such holder's right to appraisal under Section 262such appraisal, then if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with this Section 2.1. 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 the DGCL (or any successor provision) and as provided in Section 4.1(a)the immediately preceding sentence. The Company shall serve give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.3, shares of Company Common Stock ("Dissenting Shares") which are issued and Shares outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such Dissenting Shares pursuant to, this Agreement or consented in writing and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided in Section 4.1(a), but rather the holders of Dissenting Shares shall be entitled only to has demanded payment of the fair value of such Dissenting Shares in accordance with Section 262the NCBCA shall not be converted into a right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due in respect of such dissenting Shares pursuant to Article 13 of the NCBCA; provided, however, that if any the holder of such dissenting Shares shall have failed to perfect or shall have waived, rescinded or otherwise lost (in each such instance, to the reasonable satisfaction of the Surviving Corporation) its status as a "dissenter" pursuant to Article 13 of the NCBCA, then such holder shall fail to perfect or otherwise shall waive, withdraw or lose forfeit the right to appraisal under Section 262, then dissent from the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease Merger and such Dissenting Shares shall be treated as if they had deemed to have been converted into the right to receive the Merger Consideration as of the Effective Time into the Merger Consideration as provided in Section 4.1(a)Time. The Company shall serve give Buyer prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, and Parent Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentBuyer, make any payment with respect to, or settle settle, or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are of the Merger held by any Person a holder (if any) who is entitled has the right to demand payment for and properly demands an appraisal of such shares as provided under the Nevada Revised Statutes, if applicable, (“Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262"Shares”) shall not be converted into a right to receive merger consideration as provided defined in Section 4.1(a), but rather 1.01 of this Agreement (the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any “Merger Consideration”) unless such holder shall fail fails to perfect or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under Section 262such payment or appraisal, then if any. If, after the Effective Time of the Merger, such holder fails to perfect or loses any such right to appraisal, each such share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a share that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration as provided in accordance with this Section 4.1(a)2.01. The Company shall serve give prompt notice to the Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and the Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares Each share of Company Common Stock as to which ("Dissenting Shares"i) which are issued the holder thereof has not voted in favor of the Merger or has not consented thereto in writing and outstanding immediately prior to the Effective Time and that are held (ii) a written demand for appraisal was filed timely by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies holder (in all respects with, accordance with Section 262 of the GCL DGCL) with the Company (a "Section 262DISSENTING SHARE") ), shall not be converted as provided in Section 4.1(a), but rather into and hence shall not represent the holders right to receive the applicable proportionate share of the Merger Consideration and such Dissenting Shares Share shall be entitled only subject to payment the provisions of Section 262 of the fair value of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that if any such holder shareholder shall withdraw his or her demand for payment or shall fail to perfect his or otherwise shall waive, withdraw or lose her rights to such payment in accordance with the right to appraisal under Section 262DGCL, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such to be Dissenting Shares shall and each such Share shall, subject to the terms of this Merger Agreement and the DGCL, be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have represent the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with receive the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any applicable proportionate share of the foregoingMerger Consideration. Each holder of a Dissenting Share who becomes entitled, pursuant to the DGCL, to receive an appraisal of his or her Dissenting Share or the Surviving Corporation may file a petition in the Chancery Court of the State of Delaware demanding a determination of the value of the Company's Common Stock in accordance with Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided into or represent the right to receive the Merger Consideration in accordance with Section 4.1(a)2.7, but rather the holders of Dissenting Shares shall be entitled only to payment such rights as are granted by the DGCL to a holder of the fair value of such Dissenting Shares. (b) If any Dissenting Shares in accordance with Section 262; provided, however, that if any shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waiveotherwise), withdraw then, as of the later of the Effective Time or lose the right to appraisal under Section 262, then the right date of loss of such holder status, such shares shall thereupon be deemed to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had have been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 4.1(a). 2.7, without interest and subject to Section 2.11, and shall not thereafter be deemed to be Dissenting Shares. (c) The Company shall serve give the Parent (i) prompt notice to Parent of any demands demand for appraisal received by the Company for appraisal prior to the Effective Time pursuant to the DGCL, any withdrawal of any shares of such demand and any other demand, notice or instrument delivered to the Company Common Stock, prior to the Effective Time pursuant to the DGCL that relates to such demand; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. The Except to the extent required by Law, the Company shall not, except with the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demandsdemand, notice or agree instrument unless the Parent shall have given its written consent to do any of the foregoingsuch payment or settlement offer.

Dissenting Shares. Notwithstanding anything to the contrary in this Agreement to Agreement, none of the contrary, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled Time, the holder (a “Dissenting Stockholder”) of which (a) has not voted in favor of the Merger or consented to demand and properly demands it in writing, (b) has demanded its rights to appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, accordance with Section 262 of the GCL DGCL and ("Section 262"c) has not effectively withdrawn or lost its rights to appraisal (“Dissenting Shares”), shall be converted into the right to receive the Merger Consideration. At the Effective Time, all Dissenting Shares (i) shall not be converted as cancelled and shall cease to exist and (ii) shall represent the right to receive only those rights provided in Section 4.1(a)under the DGCL. If, but rather after the holders Effective Time, any holder of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; providedwithdraws, however, that if any such holder shall fail loses or fails to perfect or otherwise shall waive, withdraw or lose the right its rights to appraisal under Section 262appraisal, then the right of (x) such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shares shall be treated as if they had been converted into the Merger Consideration as of the Effective Time into and (y) such holder shall be entitled only to those rights granted under Section 262 of the Merger Consideration as provided in Section 4.1(a)DGCL. The Company shall serve prompt notice to promptly notify Parent upon receipt of any written demands received by the Company for appraisal under Section 262 of the DGCL and any shares withdrawals of Company Common Stocksuch demands, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall notnot settle, except with the prior written consent of Parent, offer to settle or make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingdemands unless it receives prior written consent from Parent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") Shares which are issued and outstanding immediately prior to the Effective Time Date and that which are held by any Person shareholders who is entitled to demand and have properly demands exercised appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, rights with respect thereto under Section 262 1301 of the GCL CGCL (the "Section 262DISSENTING SHARES") shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 4.1(a)SECTION 3.1, but rather the holders of Dissenting Shares shall be entitled only to receive such payment as shall be determined pursuant to Chapter 13 of the fair value of such Dissenting Shares in accordance with Section 262CGCL; provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the CGCL, then such holder shall forfeit the right of such holder to be paid the fair value of dissent and each such holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time Date into the right to receive the Per Share Merger Consideration Consideration, without any interest thereon, as provided in Section 4.1(a)SECTION 3.1, and such Shares shall no longer be Dissenting Shares. The Company shall serve give Parent prompt notice to Parent of any demands for payment under Section 1301 of the CGCL received by the Company for appraisal of any shares of Company Common StockCompany. Except as required by applicable law, and Parent shall have prior to the right to participate in and direct all negotiations and proceedings with respect to such demands. The Effective Date, the Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which are Shares issued and outstanding immediately prior to the Effective Time and that are held by any Person holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, to Section 262 of the GCL DGCL ("Section 262"“Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration, but rather the holders of Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any unless and until such holder shall fail have failed to perfect perfect, or otherwise shall waivehave effectively withdrawn or lost, withdraw or lose the such holder’s right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as if they had been converted as of the later of the Effective Time into and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration as provided in accordance with Section 4.1(a2.1(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares Shares, attempted withdrawals of Company Common Stock, such notices or demands and Parent shall have the right to participate in and direct all any other negotiations and proceedings with respect to such demands. The Company shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock ("Dissenting Shares") which and Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL DGCL ("“Section 262"”) shall not be converted as provided in Section 4.1(a)into the right to receive a portion of the Merger Consideration, but rather the holders of Dissenting Shares instead shall be entitled cancelled and shall represent the right to receive only to payment of the fair value of such Dissenting Shares in accordance with those rights provided under Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares receive those rights under Section 262 shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and shall represent only the right to receive, a portion of the Merger Consideration as provided in Section 4.1(a1.6(c). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock or Company Preferred Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (not to be unreasonably withheld), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") which that are issued and outstanding immediately prior to the Effective Time and that are held by any Person a holder who is was entitled to demand and properly demands has validly demanded appraisal of such Dissenting Shares pursuant to, and who complies rights in all respects with, accordance with Section 262 of the GCL DGCL ("Section 262"“Dissenting Shares”) shall not be converted as provided in Section 4.1(a)into the right to receive the Merger Consideration unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s appraisal rights under the DGCL, but rather the holders of Dissenting Shares instead shall be entitled only converted into the right to receive payment of from the fair value of Surviving Corporation with respect to such Dissenting Shares in accordance with Section 262; provided, however, that if the DGCL. If any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such appraisal right pursuant to the DGCL, withdraw or lose the right to appraisal under Section 262, then the right each Dissenting Share of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they a share of Company Common Stock that had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 4.1(a2.1(c). The Company shall serve give prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or settle, offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the GCL ("Section 262") shall not be converted as provided into or represent the right to receive any portion of the Aggregate Consideration in accordance with Section 4.1(a)2.1, but rather the holders of Dissenting Shares shall be entitled only to payment such rights as are granted by the DGCL to a holder of the fair value of such Dissenting Shares in accordance with Section 262; 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, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.1(a)Shares. The Company shall serve give the Buyer prompt written notice to Parent of any written demands for appraisal of any share of Company Stock, attempted withdrawals of such demands and any other instruments or documentation served by or on behalf of any Company Stockholder pursuant to the DGCL and received by the Company for relating to stockholders’ rights of appraisal in accordance with the provisions of any shares Section 262 of Company Common Stockthe DGCL, and Parent the Buyer shall have the right to participate in control and direct all negotiations and proceedings with respect to all such demands. The Company shall not, except with without the prior written consent of Parentthe Buyer, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do settle any such demand. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect, withdrawal, determination by a court of competent jurisdiction that such holder is not entitled to relief provided by Section 262 of the foregoingDGCL or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive any portion of the Aggregate Consideration otherwise payable in respect thereof pursuant to this Agreement, without interest thereon, upon surrender in the manner provided in Section 2.2(b).