Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders a holder who shall have neither has not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance has complied with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted into, or represent the into a right to receive, receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. Such stockholders A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by them such holder in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted intoof the DGCL, and to have become exchangeable forunless, as of after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, surrender of the certificate Certificate or certificates that formerly evidenced Certificates representing such SharesShares pursuant to Section 2.2.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders the Company Shareholders who shall have demanded and perfected their demands for appraisal of such shares of Company Stock in the time and manner provided in Section 131 of the LBCL and, as of the Effective Time, have neither voted in favor of effectively withdrawn nor lost their rights to such appraisal and payment under the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law LBCL (collectively, the "“Dissenting Shares"”) shall not be converted intoas described in Section 1.7(a), or represent but shall, by virtue of the right to receiveMerger, the Merger Consideration. Such stockholders shall be entitled to receive payment only such rights as are granted by Section 131 of the appraised value of LBCL; provided, however, that if such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the LBCL, such holder’s shares of such Shares under such Section 262 Company Stock shall thereupon be deemed to have been converted intoconverted, and to have become exchangeable for, as of at the Effective Time, as described in Section 1.7(a), into the right to receive the Merger ConsiderationConsideration set forth in such provisions, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted into, into or represent the right to receive, receive the Merger Share Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Share Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders any stockholder who shall have neither voted in favor of is entitled to demand and properly demands the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL ("Section 262") shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders Any such stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder's Dissenting Shares held by them in accordance with the provisions of such Section 262; provided, except however, that all Dissenting Shares held by stockholders any stockholder who shall have failed to perfect or who effectively otherwise shall have withdrawn or lost their such stockholder's rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, surrender in the manner provided in Section 3.09, 2.02 of the certificate Certificate or certificates Certificates that formerly evidenced such Shares.

Dissenting Shares. (ai) Notwithstanding any provision To the extent applicable, each outstanding share of this Agreement to Xxxxx Common Stock the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither holder of which has not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for Merger, has perfected such Shares holder's right to fair value of such holder's shares in accordance with Section 262 the applicable provisions of Delaware Law the NMBCA and has not effectively withdrawn or lost such right (collectively, the a "Dissenting SharesShare") ), shall not be converted into, into or represent a right to receive the Merger Price pursuant to Section 2.01 (a)(iii), but the holder thereof (sometimes referred to herein as a "Dissenting Shareholder") shall be entitled only to such rights as are granted by the applicable provisions of the NMBCA; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for fair value or lose the right to receivefair value, in either case pursuant to the Merger Consideration. Such stockholders NMBCA, shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been be converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Price pursuant to Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.01(a)(iii).

Dissenting Shares. (a) Notwithstanding any provision of ----------------- this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be ----------------- converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.2 hereof, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted 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 shares held by them in accordance with the provisions of such Section section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.03, of the certificate or certificates that formerly evidenced such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.093.11, of the certificate Certificate or certificates Certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders a holder who shall have neither has not voted in favor of the Merger nor or consented thereto in writing and who shall have has demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "any such shares being referred to as “Dissenting Shares"” until such time as such holder effectively withdraws or fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of Delaware Law with respect to such shares) shall not be converted into, 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without but shall only be entitled to such rights as are granted by Delaware Law 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 interest thereonrights with respect thereto, upon surrender, except the right to receive the fair value of such Dissenting Shares in accordance with the manner provided in provisions of Section 3.09, 262 of the certificate or certificates that formerly evidenced such SharesDelaware Law.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.10, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.093.10, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are cancelled in accordance with Section 2.06(b)) and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares of Company Common Stock in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall only be entitled to receive payment of the appraised value of such Shares shares of Company Common Stock held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares of Company Common Stock under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.11, of the certificate Certificate or certificates Certificates that formerly evidenced such Sharesshares of Company Common Stock.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing exercised appraisal rights for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders who shall holders of Shares that have neither voted made written demand upon the Company for the purchase of such Shares and payment to the holders in favor cash of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for “fair market value” of such Shares (the “Demand Notice”) and perfected their rights in accordance with Section 262 Chapter 13 of Delaware Law the CGCL (collectively, the "“Dissenting Shares"”) shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, and the holders thereof shall be entitled to only such rights as are granted by Chapter 13 of the CGCL; provided, however, that if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder’s rights under Chapter 13 of the CGCL, such holder’s Shares shall not constitute Dissenting Shares and instead shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, as set forth in Section 3.1 of this Agreement, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment from the Surviving Corporation of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held of record by stockholders shareholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares exercised dissenters’ rights in accordance with Section 262 Chapter 13 of Delaware Law the CGCL (collectively, the "“Dissenting Company Shares"”) shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shareholders shall be entitled to receive payment of the appraised value “fair market value” of such Dissenting Company Shares held by them in accordance with the provisions of such Section 262Chapter 13, except that all Dissenting Company Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 Chapter 13 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.093.9, of the certificate or certificates that formerly evidenced such Dissenting Company Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.09, of the certificate or certificates that formerly evidenced such Shares. Section 2.09.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "“Dissenting Shares"”) shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.8, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement ----------------- to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender, surrender in the manner provided in Section 3.09, 5.2 of the certificate Certificate or certificates that formerly Certificates that, immediately prior to the Effective Time, evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time Date and that which are held by stockholders holders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders holders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262shares, except that all Dissenting Shares held by stockholders holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective TimeDate, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in Section 3.09, surrender of the certificate or certificates that formerly evidenced Certificates evidencing such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.093.10 hereof, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the LBCL, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders shareholders who shall have neither filed written objections with the Company and voted in favor of against the Merger nor consented thereto in writing at the Company Shareholders’ Meeting and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 12:131 of Delaware Law the LBCL (collectively, the "“Dissenting Shares"”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shareholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 26212:131 of the LBCL, except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 12:131 of the LBCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, surrender of the Certificate or Certificates that formerly evidenced such Shares or transfer of Uncertificated Shares in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.02.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares shares of TeleCorp Capital Stock (other than the TeleCorp Class A Voting Common Stock, par value $0.01 per share) that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted 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 shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.11, of the certificate or certificates that formerly evidenced such Sharesshares.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who properly shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262Delaware Law, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such Shares under such Section 262 Delaware Law shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender, surrender in the manner provided in Section 3.092.08, of the certificate Certificate or certificates that formerly Certificates (or, if such Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent) that, immediately prior to the Effective Time, evidenced such Shares.. The Company shall give

Dissenting Shares. (a) Notwithstanding any provision of ----------------- this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be ----------------- converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders holders who shall have neither not voted in favor of or consented to the Merger nor consented thereto in writing and who shall have properly demanded properly in writing appraisal for and perfected their rights to be paid the fair value of such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if any such stockholder of the Company shall fail to perfect or shall effectively waive, withdraw or lose such stockholder’s rights under Section 262 of the DGCL, such stockholder’s Shares in respect of which such stockholder would otherwise be entitled to receive fair value under Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration as provided in Section 2.1(a), less any applicable Taxes required to withheld and without any interest thereon, upon surrender, in the manner provided in Section 3.09, surrender of the certificate Certificate or certificates that formerly evidenced Certificates representing such Shares, or transfer of the Uncertificated Share or Shares, pursuant to Section 2.2.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares perfected dissenters' rights in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders Consideration (but instead shall be entitled converted into the right to receive payment of from the appraised value of Surviving Corporation with respect to such Dissenting Shares held by them in accordance with the provisions of DGCL), unless and until such Section 262, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their such holder's rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's rights to appraisal of such Shares under the DGCL, such Section 262 holder's shares shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of at the Effective Time, the right to receive receive, upon surrender as provided above, the Merger Consideration, without any interest thereon, upon surrender, in Consideration for the manner provided in Section 3.09, of the certificate Certificate or certificates Certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly and perfected their demands for appraisal of such shares of Company Common Stock in writing appraisal for such Shares the time and manner provided in accordance with Section 262 of Delaware Law the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (collectively, the "Dissenting Shares") shall not be converted intoas described in Section 1.6(a), or represent but shall, by virtue of the right to receiveMerger, the Merger Consideration. Such stockholders shall be entitled to receive payment only such rights as are granted by Section 262 of the appraised value of DGCL; provided, however, that if such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the DGCL, such holder's shares of such Shares under such Section 262 Company Common Stock shall thereupon be deemed to have been converted intoconverted, and to have become exchangeable for, as of at the Effective Time, as described in Section 1.6(a), into the right to receive the Merger ConsiderationConsideration set forth in such provisions, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "“Dissenting Shares"”) shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 623 of Delaware New York Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, 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 262623, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 623 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Company Common Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded demanded, properly in writing writing, appraisal for such Shares in accordance with Section 262 of the Delaware Law (collectively, the "“Dissenting Shares"”) shall not be converted into, or represent the right to receive, the Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. At the Effective Time, all Dissenting Shares will no longer be outstanding and automatically will be cancelled and will cease to exist, and, except as otherwise provided by applicable Laws, each holder of Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted under such Section 262. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who properly shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262Delaware Law, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such Shares under such Section 262 Delaware Law shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender, surrender in the manner provided in Section 3.092.08, of the certificate Certificate or certificates that formerly Certificates (or, if such Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent) that, immediately prior to the Effective Time, evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision other ----------------- provisions of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders shareholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 Article XIII of Delaware Law the BCA (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shareholders instead shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262Article III of the BCA, except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 Article III of the BCA shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender, surrender in the manner provided in Section 3.094.1, of the certificate Company Certificate or certificates that formerly Certificates that, immediately prior to the Effective Time, evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are no share of Joule Common Stock which is issued and outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and which is held by a stockholder who shall have demanded properly in writing exercises and perfects appraisal for such Shares in accordance with rights under Section 262 of the Delaware Law GCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent be exchangeable for the right to receive, receive the Merger Consideration. Such stockholders , but the holder thereof shall be entitled to receive payment such consideration as shall be determined pursuant to Section 262 of the appraised value of Delaware GCL with respect to such Shares held by them in accordance with the provisions of share; provided, however, that if any such Section 262, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their his or her rights to appraisal of under the Delaware GCL, such holder's Dissenting Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective TimeTime of the Merger, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced and such shares shall no longer be Dissenting Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders Company Stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the GCL (collectively, the "“Dissenting Shares"”) shall not be converted into, into or represent the right to receive, receive the Merger ConsiderationConsideration except as provided below. Such stockholders shall instead be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262GCL, except that all Dissenting Shares held by stockholders Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 the GCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.093.3, of the certificate or certificates that formerly evidenced such SharesCompany Stock Certificates.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, Shares shares of OTIC Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders shareholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law shares (collectively, the "Dissenting Shares") in accordance with Section 351.455 of the Revised Missouri Statutes shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shareholders shall be entitled to receive payment of the appraised fair value of such Shares shares of OTIC Stock held by them in accordance with the provisions of such Section 262statute, except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal judicial determination of such Shares the value of the shares of OTIC Stock under such Section 262 statute shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, as if such shares of OTIC Stock, upon surrender, in the manner provided in Section 3.092.04, of the certificate Certificate or certificates Certificates that formerly evidenced such Sharesshares of OTIC Stock.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.02, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders holders who shall have neither not voted in favor of or consented to the Merger nor consented thereto in writing and who shall have properly demanded properly in writing appraisal for and perfected their rights to be paid the fair value of such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if any such stockholder of the Company shall fail to perfect or shall effectively waive, withdraw or lose such stockholder's rights under Section 262 of the DGCL, such stockholder's Shares in respect of which such stockholder would otherwise be entitled to receive fair value under Section 262 of the DGCL shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration as provided in Section 2.1(a), less any applicable Taxes required to withheld and without any interest thereon, upon surrender, in the manner provided in Section 3.09, surrender of the certificate Certificate or certificates that formerly evidenced Certificates representing such Shares, or transfer of the Uncertificated Share or Shares, pursuant to Section 2.2.

Dissenting Shares. (axi) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.093.10, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares shares of SSI Common Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded made properly in writing appraisal a demand to obtain payment for such Shares in accordance with Section 262 Article 113 of Delaware Law the CBCA (collectively, the "Dissenting Shares") shall will not be acquired for, converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall will be entitled to receive payment from SSI of the appraised value of such Shares shares held by them in accordance with the provisions of such Section 262Article 113, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 Article 113 shall thereupon be deemed to have been acquired for, converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, 2.6 of the certificate or certificates that formerly evidenced such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.2 hereof, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.8, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing writing, and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders Stockholders shall be entitled to receive payment of the appraised value of such the Company Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders Stockholders who shall have failed to perfect perfect, or who effectively shall have effectively withdrawn or lost their rights right to appraisal of such Company Shares under such Section 262 shall thereupon of the DGCL shall, as of the Effective Time, be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, surrender in the manner provided in Section 3.09, 2.02 of the certificate Certificates or certificates Book-Entry Shares that formerly evidenced such Company Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares any shares of the capital stock of BRINC that are outstanding immediately prior to the Effective Time and that are held by stockholders Stockholders who shall have neither not voted in favor of of, or consented in writing to, the Merger nor consented thereto in writing and who shall have demanded properly in writing exercised and perfected appraisal rights for such Shares shares in accordance with and complied in all respects with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted into, into or represent the right to receive, receive the applicable portion of the Merger Consideration. Such stockholders At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and the holder or holders of Dissenting Shares shall be entitled only to receive payment such rights as may be granted to them under Section 262 of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all DGCL. All Dissenting Shares held by stockholders Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights right to appraisal of such Shares shares under such Section 262 the DGCL shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Merger ConsiderationConsideration in accordance with this Agreement, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have available to them and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares"DISSENTING SHARES') shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.07, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders Company Stockholder shall be entitled to receive payment of the appraised value of such Shares Company Capital Stock held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders Company Stockholder who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, surrender of the certificate or certificates certificates, if any, that formerly evidenced such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders persons who shall not have neither voted in favor of this Agreement and the Merger nor or consented thereto in writing and who shall have properly demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted into, into or represent the right to receive, receive the Merger ConsiderationConsideration as provided hereunder. Such stockholders persons shall be entitled to receive payment of the appraised value of such Company Shares held by them in accordance with the provisions of such Section 262262 of the DGCL, except that all Dissenting Shares held by stockholders persons who shall have failed to perfect or who effectively shall have withdrawn or lost their rights right to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, Consideration without any interest thereon, thereon upon surrender, surrender of the certificate therefor in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shareshereunder.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders any holder who shall have neither has not voted in favor of the Merger nor consented thereto in writing and who shall have demanded has properly in writing appraisal for such Shares exercised dissenters’ rights in accordance with Section 262 Chapter 13 of Delaware Law the CGCL (collectively, the "“Dissenting Shares") shall not be converted into”“), or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value “fair market value” of such Dissenting Shares (determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation in consequence of the proposed merger) held by them in accordance with the provisions of such Section 262Chapter 13, except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 Chapter 13 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.in

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are those shares of B2e Capital Stock issued and outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance comply with all of the relevant provisions of Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such , unless and until such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal under the DGCL, and any such stockholder shall have only such rights in respect of such the Dissenting Shares under such owned by them as are provided by Section 262 of the DGCL. If any such stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such stockholder’s Dissenting Shares shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the applicable Merger Consideration, Consideration without any interest thereon, upon surrender, in pursuant to the manner provided in terms of Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.06.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares of Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders any Shareholder who shall have neither voted in favor of is entitled to demand and properly demands the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares of Capital Stock (such shares, the “Dissenting Shares,” and such Shareholder, a “Dissenting Shareholder”) pursuant to, and who complies in accordance with all respects with, the provisions of Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares"“Section 262”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders Any such Shareholder shall instead be entitled to receive payment of the appraised fair value of such Shareholder’s Dissenting Shares held by them in accordance with the provisions of such Section 262; provided, except however, that all Dissenting Shares held by stockholders any Shareholder who shall have failed to perfect or who effectively otherwise shall have withdrawn or lost their such Shareholder’s rights to appraisal of such Shares shares of Capital Stock under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, delivery of the certificate or certificates that formerly evidenced such Sharesa duly executed Letter of Transmittal.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the BVI Companies Act, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders shareholders who shall have neither voted in favor of the Merger nor consented thereto in writing validly exercised and who shall have demanded properly in writing not effectively withdrawn or lost their appraisal for such Shares rights in accordance with Section 262 179 of Delaware Law the BVI Companies Act (collectively, the "“Dissenting Shares"”; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall not be converted into, or represent cancelled in consideration for the right to receive, receive only 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 262179, except that all Dissenting Shares held by stockholders Dissenting Shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 179 of the BVI Companies Act shall thereupon (i) not be deemed to be Dissenting Shares and (ii) be and be deemed to have been converted into, and to have become exchangeable forcancelled, as of the Effective Time, in consideration for the right to receive the Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.04.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the URBCA, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders shareholders who shall have neither voted in favor validly exercised and not effectively withdrawn or lost their rights of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares dissent in accordance with Section 262 1302 of Delaware Law URBCA (collectively, the "“Dissenting Shares"”) shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled Consideration in accordance with Section 2.01(a) of this Agreement, but shall, by virtue of the Merger, represent only the right to receive the payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262the URBCA; provided, except that all Dissenting Shares held by stockholders such shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 1302 of the URBCA shall thereupon (i) not be deemed to be Dissenting Shares and (ii) be deemed to have been converted into, and to have become exchangeable forcancelled, as of the Effective Time, in consideration for the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.03.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 351.455 of Delaware Missouri Law (collectively, the "Dissenting Shares") shall not be converted 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 262351.455, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 351.455 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, Shares shares of LBI Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders shareholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law shares (collectively, the "Dissenting Shares") in accordance with Section 351.455 of the Revised Missouri Statutes shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shareholders shall be entitled to receive payment of the appraised fair value of such Shares shares of LBI Stock held by them in accordance with the provisions of such Section 262statute, except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal judicial determination of such Shares the value of the shares of LBI Stock under such Section 262 statute shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, as if such shares of LBI Stock, upon surrender, in the manner provided in Section 3.092.04, of the certificate Certificate or certificates Certificates that formerly evidenced such Sharesshares of LBI Stock.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with DGCL Section 262 of Delaware Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such the Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in Section 3.094.2, of the certificate or certificates Certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of ----------------- this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing exercised their appraisal rights for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting ---------- Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly ------------ evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.8 hereof, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the URBCA, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders shareholders who shall have neither voted in favor validly exercised and not effectively withdrawn or lost their rights of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares dissent in accordance with Section 262 1302 of Delaware Law URBCA (collectively, the "“Dissenting Shares"”) shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled Consideration in accordance with Section 2.01(a) of this Agreement, but shall, by virtue of the Merger, represent only the right to receive the payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262the URBCA; provided, except that all Dissenting Shares held by stockholders such shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 1302 of the URBCA shall thereupon (i) not be deemed to be Dissenting Shares, and (ii) be and be deemed to have been converted into, and to have become exchangeable forcancelled, as of the Effective Time, in consideration for the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.04.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.8 hereof, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are any shares of Common Stock outstanding immediately prior to the Effective Time and that are held by stockholders a holder who shall have neither voted in favor is entitled to demand and properly demands appraisal of the Merger nor consented thereto in writing such shares (“Dissenting Shares”) pursuant to, and who shall have demanded properly complies in writing appraisal for such Shares in accordance with all respects with, Section 262 of Delaware Law the DGCL or any successor provision (collectively, the "Dissenting Shares"“Appraisal Rights”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders , but such holder shall instead be entitled to receive payment of the appraised value of such Shares held by them in accordance Appraisal Rights with the provisions of respect to such Section 262Dissenting Shares; provided, except however, that all Dissenting Shares held by stockholders who shall have failed if any such holder fails to perfect or who effectively otherwise waives, withdraws or loses the Appraisal Rights, then the Appraisal Rights shall have withdrawn or lost their rights to appraisal cease and, upon delivery of the Equityholder Deliveries by the holder of such Dissenting Shares, such Dissenting Shares under such Section 262 shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive receive, the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in accordance with Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.6 and Section 2.7.

Dissenting Shares. (a) Notwithstanding any other provision of this Amended and Restated Agreement to the contrary, Shares shares of Company Common Stock that are outstanding immediately prior to the Effective Time Date and that which are held by stockholders holders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders holders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262shares, except that all Dissenting Shares held by stockholders holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective TimeDate, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in Section 3.09, surrender of the certificate or certificates that formerly evidenced Certificates evidencing such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, any Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders holders of Company Common Stock who shall not have neither voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 89 of Delaware Law the MBCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares shares held by them in accordance with the provisions of such Section 26289, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shares shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, Consideration without any interest thereon, upon surrender, in the manner provided in Section 3.091.7(b), of the certificate Certificate or certificates Certificates that formerly evidenced such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders holders of Shares who shall have neither not voted in favor of or consented to the Merger nor consented thereto in writing and who shall have properly demanded properly in writing appraisal for and perfected their rights to be paid the fair value of such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, and after the Effective Time the holders thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder’s rights under Section 262 of the DGCL, such holder’s Shares shall cease to be deemed Dissenting Shares and thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration therefor, as set forth in Section 2.1 of this Agreement, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any other provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with DGCL Section 262 of Delaware Law and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders Holders of Dissenting Shares shall be entitled to receive payment of the appraised value of such the Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares of Company Common Stock under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in Section 3.093.02, of the certificate or certificates Certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders shareholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 Article XIII of Delaware Law the BCA (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shareholders instead shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262Article III of the BCA, except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 Article III of the BCA shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender, surrender in the manner provided in Section 3.094.1, of the certificate Company Certificate or certificates that formerly Certificates that, immediately prior to the Effective Time, evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders any stockholder who shall have neither voted in favor of is entitled to demand and properly demands the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares (the “Dissenting Shares”) pursuant to, and in accordance with compliance in all respects with, the provisions of Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares"“Section 262”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders Any such stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder’s Dissenting Shares held by them in accordance with the provisions of such Section 262; provided, except however, that all Dissenting Shares held by stockholders any stockholder who shall have failed to perfect or who effectively otherwise shall have withdrawn or lost their such stockholder’s rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, surrender in the manner provided in Section 3.09, 2.02 of the certificate Certificate or certificates Certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this ----------------- Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither voted in favor of the Merger nor consented properly exercised appraisal rights with respect thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with under Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders Consideration as provided in Sections 3.1 and 3.2, but the holders of Dissenting Shares shall be entitled to receive such payment of the appraised value of such Shares held by them in accordance with from the provisions Surviving Corporation (or the Paying Agent, if applicable) as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such Section 262, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have withdrawn withdraw or lost their rights lose the right to appraisal of and payment under the DGCL, each such holder's Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, Time into the right to receive the Merger Consideration, without any interest thereonthereon and less any required withholding of taxes as provided in Section 3.1, and upon surrendersurrender of the Certificate(s) representing such Shares, in the manner provided in Section 3.093.2, of the certificate or certificates that formerly evidenced such Shares shall no longer be Dissenting Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall instead be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.8 hereof, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are no share of the Company Common Stock which is issued and outstanding immediately prior to the Effective Time and that are which is held by stockholders a Stockholder who shall have neither voted in favor has properly exercised and perfected appraisal rights under SECTIONS 3-202 and 3-203 of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law Md GCL (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted into, into or represent be exchangeable for the right to receivereceive the Nominal Per Share Cash Amount, the Merger Consideration. Such stockholders but such Stockholder shall be entitled to receive payment such consideration as shall be determined pursuant to SECTION 3-211 of the appraised value of Md GCL with respect to such Shares held by them in accordance with share (the provisions of "PER SHARE APPRAISAL AMOUNT"); PROVIDED, HOWEVER, that if any such Section 262, except that all Dissenting Shares held by stockholders who Stockholder shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their his or her rights to appraisal of under the Md GCL, such Stockholder's Dissenting Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationNominal Aggregate Per Share Cash Amount for all such shares, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced and such shares shall no longer be Dissenting Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, but only in the circumstances and to the extent provided by the Delaware Law, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither not voted such Shares in favor of the approval and adoption of the Merger nor consented thereto in writing Agreement and who shall have demanded properly in writing delivered a written demand for appraisal for of such Shares in accordance with the manner (including the time of delivery) provided in Section 262 of the Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent be exchangeable for the right to receive, receive the Merger Consideration. Such stockholders Price, but shall be entitled to receive payment such consideration as shall be determined pursuant to Section 262 of the appraised value of Delaware Law; provided, however, that, if such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights such holder's right to appraisal of and payment under the Delaware Law, such holder's Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPrice, without any interest thereon, upon surrenderin accordance with Section 2.2, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced and such Shares shall no longer be Dissenting Shares.. ARTICLE III

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall not have neither voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become 10 exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing and perfected appraisal rights for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Shares"”) shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders Company Stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of DGCL, unless and until such Section 262, except that all Dissenting Company Stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Shares held by stockholders Company Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights right to appraisal of such Shares under such Section 262 the DGCL shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationConsideration in cash, without any interest thereon, to which such holder is entitled pursuant to Section 3.1 (subject to any applicable withholding Taxes), upon surrenderthe surrender or transfer, in the manner provided in Section 3.093.2, of the certificate corresponding Certificate or certificates that formerly evidenced such SharesUncertificated Share.

Dissenting Shares. (a) Notwithstanding any provision ----------------- of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be ----------------- converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarySection 2.02, all Company Common Shares that are issued and outstanding as of immediately prior to the Effective Time and that are held by stockholders a stockholder of the Company who shall have neither voted in favor of the Merger adoption of this Agreement nor consented thereto in writing and who shall have properly and validly demanded properly their statutory rights of appraisal in writing appraisal for respect of such Company Common Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "“Dissenting Company Shares"”) shall will not be converted into, or represent the right to receive, the Merger ConsiderationConsideration pursuant to Section 2.02(a). Such Company stockholders shall will be entitled to receive payment of the appraised value of such Dissenting Company Shares held by them in accordance with the provisions of such Section 262262 of the DGCL, except that all Dissenting Company Shares held by stockholders of the Company who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 shall of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrendersurrender or transfer, as applicable, of the Shares that formerly evidenced such Company Common Shares in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.03.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted 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 shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.7, of the certificate or certificates that formerly evidenced such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, Shares that shares of RB Bancorp Common Stock and RB Bancorp Series A Preferred Stock which are issued and outstanding immediately prior to the Effective Time of the Reorganization and that which are held by stockholders shareholders who shall have neither not voted such shares in favor of adoption and approval of this Agreement and the Merger nor consented thereto in writing Holding Company Agreements to Merge and who shall have demanded properly in writing appraisal for such Shares in accordance with exercised their dissenters' rights under Section 262 of Delaware Law 1300 (collectively, the "Dissenting Shares") shall not be converted into, into or represent be exchangeable for the right to receivereceive cash provided for in Paragraph 1.2 herein, the Merger Consideration. Such stockholders but shall be entitled to receive payment of the appraised value such consideration as shall be determined pursuant to Section 1300; provided, however, that if any holder of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shares shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his right to appraisal of dissent and receive payment under Section 1300, such Shares under such Section 262 holder's shares shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as at the Effective Time of the Effective TimeReorganization, the right to receive the Merger Considerationcash pursuant to Paragraph 1.2 herein, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders any holder who shall have neither has not voted in favor of the Merger nor consented thereto in writing and who shall have demanded has properly in writing appraisal for such Shares exercised dissenters’ rights in accordance with Section 262 Chapter 13 of Delaware Law the CGCL (collectively, the "“Dissenting Shares") shall not be converted into”), or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value “fair market value” of such Dissenting Shares (determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation in consequence of the proposed merger) held by them in accordance with the provisions of such Section 262Chapter 13, except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 Chapter 13 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.in

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders any stockholder who shall have neither voted in favor of is entitled to demand and properly demands the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares (the “Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, the provisions of Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders Any such stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder’s Dissenting Shares held by them in accordance with the provisions of such Section 262; provided, except however, that all Dissenting Shares held by stockholders any stockholder who shall have failed to perfect or who effectively otherwise shall have withdrawn withdrawn, in accordance with Section 262, or lost their such stockholder’s rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, surrender of the Certificate or Certificates that formerly evidenced such Shares in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.02(b).

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law (collectively, the "“Dissenting Shares"”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares shares of Company Capital Stock held by stockholders Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.091.8, of the certificate or certificates that formerly evidenced such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.10, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.093.10, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders Stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal exercised dissenters' rights for such Shares in accordance with Section 262 of Delaware Law and who, as of the Effective Time, have not effectively withdrawn or lost such dissenters' rights (collectively, the "Dissenting Shares") ), shall not be converted into, into or represent the right to receive, ---------- ------ receive the Merger Consideration. Such stockholders , but the holder thereof shall only be entitled to receive payment of the appraised value of such Shares held rights as are granted by them in accordance with the provisions of such Section 262, except that all Delaware Law. All Dissenting Shares held by stockholders Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their dissenters' rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the later of the Effective TimeTime or the occurrence of such event, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.092.02, of the certificate or certificates their Certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing exercised their appraisal rights for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding any other provision of this Merger Agreement to the contrary, Shares shares of Taj Holding Class A Common Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders holders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such stockholders holders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262shares, except that all Dissenting Shares held by stockholders holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Stock Consideration, upon surrender, in the manner provided in Section 3.09, surrender of the certificate or certificates that formerly evidenced Taj Holding Certificates evidencing such Sharesshares.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, Shares the shares of Target Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance comply with all of the relevant provisions of Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger Consideration. Such , unless and until such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal under the DGCL, and any such stockholder shall have only such rights in respect of such the Dissenting Shares under such owned by them as are provided by Section 262 of the DGCL. If any such Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Holder's Dissenting Shares shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the applicable Merger Consideration, Consideration without any interest thereon, upon surrender, in pursuant to the manner provided in terms of Section 3.09, of the certificate or certificates that formerly evidenced such Shares2.06.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that which are held by stockholders persons who shall not have neither voted in favor of this Agreement and the Merger nor or consented thereto in writing and who shall have properly demanded properly in writing appraisal for such Shares shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Merger ConsiderationConsideration as provided hereunder. Such stockholders persons shall be entitled to receive payment of the appraised value of such Company Shares held by them in accordance with the provisions of such Section 262262 of the DGCL, except that all Dissenting Shares held by stockholders persons who shall have failed to perfect or who effectively shall have withdrawn or lost their rights right to appraisal of such Shares shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, Consideration without any interest thereon, thereon upon surrender, surrender of the certificate therefor in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shareshereunder.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, the Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance comply with all of the relevant provisions of Section 262 of Delaware Law the DGCL (collectively, the "Dissenting Shares") shall not be converted into, into or represent the right to receive, receive the Common Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of , unless and until such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who Holders shall have failed to perfect or who effectively 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 such the Dissenting Shares under such owned by them as are provided by Section 262 of the DGCL. If any such Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Holder's Dissenting Shares shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive the Common Merger Consideration, Consideration without any interest thereon, upon surrenderpursuant to the terms of Section 2.6(c). Prior to the Effective Time, in the manner provided in Section 3.09Company will not, except with the prior written consent of the certificate Buyer, voluntarily make any payment with respect to, or certificates that formerly evidenced such settle or offer to settle, any claim made by the stockholders owning the Dissenting Shares.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "“Dissenting Shares"”) shall not be converted 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 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.09, of the certificate or certificates that formerly evidenced such Shares.