Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued the shares of any holder of Target Common Stock who has demanded and outstanding immediately prior to perfected appraisal rights for such shares in accordance with Delaware Law and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or lost such appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) "DISSENTING SHARES"), shall not be converted into or be exchangeable for the represent a right to receive Acquiror Common Stock pursuant to Section 1.6, but the Merger Considerationholder thereof shall only be entitled to such rights as are granted by Delaware Law. (b) Notwithstanding the foregoing, unless and until if any holder of shares of Target Common Stock who demands appraisal of such holders shares under Delaware Law shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost their rights to appraisal under otherwise) the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent only the right to receive Acquiror Common Stock and cash in lieu of fractional shares of Acquiror Common Stock in accordance with Section 1.6 hereof, without interest thereon, upon surrender of the Merger Consideration specified certificate representing such shares of Target Common Stock in either the manner provided in Section 2.1(a)(i1.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) or 2.1(a)(iiin the manner provided in Section 1.10). The Company . (c) Target shall give Parent and Merger Sub Acquiror (i) prompt written notice of any written demands for appraisal of any Sharesshares of Target Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating Target which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLDelaware Law. The Company Target shall not, except with the prior written consent of Parent which will not Acquiror or as may be unreasonably withheld or delayedrequired by applicable law, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, Target Common Stock or offer to settle or settle any such demands. Any payments made in respect of Dissenting Shares shall be made by Target or the Surviving Corporation as the case may be. (d) The above provisions of this Section 1.7 shall apply only to the extent that appraisal rights are required pursuant to Delaware Law, and shall not be construed to limit the parties' obligations under Section 5.21 (Nasdaq Quotation).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares and Preferred Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration or the Preferred Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares and Preferred Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the Merger Consideration or the Preferred Merger Consideration with respect to each such Share or Preferred Share, subject to any applicable withholding tax specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii2.03(e). The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Shares or Preferred Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time which are not voted in favor of or consented to the Merger and which are held by stockholders a Person or Persons who have properly exercising appraisal demanded and perfected their rights available under to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger ConsiderationConsideration therefor, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled with respect to payment of the appraised value of the Dissenting such Shares held to only such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed fail to perfect or shall have effectively withdrawn waive, withdraw or lost such right to appraisal, lose such holder’s rights under Section 262 of the DGCL with respect to such Shares, such Shares shall thereupon be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Per Share Aggregate Merger Consideration specified Consideration, as set forth in either Section 2.1(a)(i2.1 of this Agreement, without any interest thereon, and such Shares will no longer be Dissenting Shares. The parties agree and acknowledge that no Dissenting Shares shall exist at Closing unless Parent in its sole discretion chooses to waive the closing condition set forth in Section 7.2(j). (b) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any appraisal demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL; provided, that upon compliance with the provisions of Section 9.4 with respect to Third Party Claims generally, the Stockholders’ Representative may direct such negotiations and proceedings. The Neither the Company shall notnor the Paying Agent shall, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by applicable law, voluntarily make or agree to make any material payment with respect to any demands for appraisals such exercise of capital stock of the Company, appraisal rights or offer to settle or settle any such demandsrights in respect of any Dissenting Share other than for an amount equal to or less than the Per Share Merger Consideration.

Dissenting Shares. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Shares that shares of Company Class A Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights available under with respect thereto in accordance with Section 262 of the DGCL Delaware Statute (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive the Merger Considerationshares of Parent Common Stock in accordance with Section 2.1(c), unless and until but holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shares shall be entitled to receive payment of the appraised value of such shares in accordance with the provisions of such Section 262, except that any Dissenting Shares held by them a stockholder who shall thereafter withdraw such demand for appraisal of such shares or lose the right to the extent permitted by and appraisal as provided in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receivefor, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the Merger Consideration specified in Section 2.1(a)(iii); providedConsideration, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)without any interest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Sharesshares of Company Class A Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and Delaware Statute received by the Company relating to stockholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal appraisals under the DGCLDelaware Statute. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the CompanyCompany Class A Common Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands. All payments to holders of Dissenting Shares shall be paid by the Company out of its own funds, and no funds shall be supplied directly or indirectly by Parent for that purpose.

Dissenting Shares. Notwithstanding anything in this Agreement Section 2.7, if required by Sections 60.551 to 60.594 of the OBCA (but only to the contraryextent required thereby), Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted in favor of the DGCL Merger or consented thereto in writing and who has demanded appraisal for such Common Shares in accordance with, and who have complied with, Sections 60.551 to 60.594 of the OBCA (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive the Merger ConsiderationPrice, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Sections 60.551 to 60.594 unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses his right to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCLOBCA. If any after the Effective Time such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such loses his right to appraisal, such holder’s Common Shares shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the a right to receive the Merger Consideration specified Price, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Price for such Common Shares without any interest. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under Sections 60.551 to 60.594 of the OBCA and as provided in either Section 2.1(a)(i) or 2.1(a)(ii)the previous sentence. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Common Shares, as provided in Section 262 of and Parent shall have the DGCL, and (ii) the opportunity right to participate in and to control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, to the extent that appraisal rights are available under the REIT Law and the MGCL, any outstanding Shares (“Dissenting Shares“) held by a Dissenting Shareholder shall not be converted into the Offer Price but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the REIT Law; provided, however, that are issued and each Share outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of a Dissenting Shareholder who, after the DGCL (the “Dissenting Shares”) shall not be converted into Effective Time, withdraws his demand or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed fails to perfect or shall have effectively withdrawn or lost their rights otherwise loses his right of appraisal, pursuant to appraisal under the DGCL. Holders of Dissenting Shares REIT Law, shall be entitled deemed to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Offer Price, without interest. As used in this Agreement, “Dissenting Shareholder“ means any record holder or beneficial owner of Shares who is entitled to demand and receive payment of the fair value of such holder’s shares pursuant to Section 8.501.1(j) of the REIT Law and Section 3-202 of the MGCL and who does not vote for the Merger Consideration specified in either and complies with all provisions of the MGCL (including all provisions of Section 2.1(a)(i3-203 of the MGCL) or 2.1(a)(ii). concerning the right of holders of Shares to dissent from the Merger and obtain fair value for their shares. (b) The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal pursuant to the applicable provisions of any Sharesthe REIT Law and the MGCL received by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL REIT Law and the MGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, appraisal and (ii) the opportunity to participate in and direct the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLREIT Law and the MGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Companyappraisal, or settle, or offer to settle settle, or settle otherwise negotiate any such demandsdemands for appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); providedConsideration, in such circumstancewithout interest, and subject to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)deduction for any required withholding Tax. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares any Share that are issued and is outstanding immediately prior to the Effective Time and which are that is held by stockholders a Stockholder who shall have not voted in favor of the Merger or consented thereto in writing and who shall have properly exercising demanded appraisal rights available under for such Share in accordance with the terms and conditions of Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the applicable portion of the Merger Consideration. Such Stockholder shall instead be entitled to receive payment of the appraised value of such Share in accordance with the provisions of Section 262 of the DGCL, unless and until such holders except that any Dissenting Share held by a Stockholder who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their his, her or its rights to appraisal of such Share under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares DGCL shall thereupon be deemed to have been converted into and to have become exchangeable only exchangeable, as of the Effective Time, for the right to receive, as without any interest thereon, the applicable portion of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Consideration. The Company shall give Parent and Merger Sub (i) Buyer prompt written notice of any demands received by the Company for appraisal of any Shares, Shares and attempted withdrawals of such demands demands, and any other instruments or documents served pursuant to the DGCL and received by the Company relating with respect to rights such demands, and the Company shall give Buyer the opportunity to direct all negotiations and proceedings which take place prior to the Effective Time with respect to such demands. Except with the prior written consent of Buyer, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Any amount deposited with the Paying Agent with respect to Shares that become Dissenting Shares shall be paid used to pay the “fair value” amount payable to such Dissenting Shares upon the determination of such amount by a court of competent jurisdiction pursuant to Section 262 of the DGCL. (b) At the Effective Time and thereafter, any holder of Dissenting SharesShares shall cease to have any rights with respect thereto, as except the rights provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued and any shares of Company Common Stock outstanding immediately prior to the Effective Time for which the holder thereof (i) has not voted in favor of the Merger or consented to it in writing and which are held by stockholders properly exercising (ii) has demanded the appraisal rights available under of such shares in accordance with, and has complied in all respects with, Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration in accordance with Section 2.01(a). At the Effective Time, (x) all Dissenting Shares shall be cancelled and cease to exist and (y) the holder or holders of Dissenting Shares shall be exchangeable for entitled only to such rights as may be granted to them under Section 262 of the DGCL (“Section 262”). (b) Notwithstanding the provisions of Section 2.04, if any holder of Dissenting Shares effectively withdraws or loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then that holder’s shares (i) shall no longer be deemed to be Dissenting Shares and (ii) shall be treated as if they had been converted automatically at the Effective Time into the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment without interest thereon, upon surrender of the appraised value of the Dissenting Shares held by them to the extent permitted by and Certificate formerly representing such shares in accordance with Section 262 2.02. In such event, if the Exchange Fund shall then remain in place, Parent shall promptly deposit or cause the Surviving Corporation to deposit in the Exchange Fund the aggregate amount of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in respect of such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(iDissenting Shares. (c) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Sharesshares of Company Common Stock, attempted the withdrawals of such demands demands, and any other instruments instrument served pursuant to the DGCL and received by on the Company relating to rights to be paid under the “fair value” provisions of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make offer or agree to make or make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demandsdemands without the prior written consent of Parent.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders Stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly exercising in writing appraisal for such Shares in accordance with the DGCL, and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights available under Section 262 of (collectively, the DGCL (the “"Dissenting Shares”") shall not be converted into or be exchangeable for 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 the DGCL, unless and until such holders except that all Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn withdrawn, forfeited or lost their rights to appraisal of such Shares under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares DGCL shall thereupon be deemed to have been converted into and to have become exchangeable only for for, as of the Effective Time, the right to receive, as without any interest thereon, the Exchange Merger Consideration attributable to such Shares, upon surrender, in the manner provided in Section 2.2, of the later of the Effective Time and the time Certificate or Certificates that formerly evidenced such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(iShares. (b) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) Acquiror prompt written notice of any demands for appraisal of any Sharesreceived by it, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company and relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, thereto. The Company and (ii) the opportunity to participate in Acquiror shall jointly direct all negotiations and proceedings with respect to demands for appraisal under the DGCLApplicable Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedAcquiror, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal, or offer to settle settle, or settle settle, any such demands.

Dissenting Shares. Notwithstanding 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 which that are held by stockholders a holder who shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercising in writing an appraisal rights available under of the “fair value” of such Company Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for cancelled and terminated and shall cease to have any rights with respect to Dissenting Shares other than such rights as are granted pursuant to Section 262 of the right to receive the Merger ConsiderationDGCL, unless and until such except that all Dissenting Shares held by holders of Company Common Stock who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to for an appraisal of such shares under the DGCLDGCL shall thereupon be deemed to have been cancelled and terminated, as of the Effective Time, and shall represent solely the right to receive the Offer Price in accordance with Section 2.6(a) upon surrender in the manner provided in Section 2.6(f) of the certificate or certificates that formerly evidenced such shares of Company Common Stock. Holders Any payments made in respect of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and made in accordance with Section 262 the DGCL solely by the Surviving Corporation out of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)own funds. The Company shall give Parent prompt notice to Purchaser and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Shares, shares of Company Common Stock and of attempted withdrawals of such demands notice and any other instruments served pursuant to the DGCL and received by the Company relating to stockholder rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal, and (ii) Purchaser and Merger Sub shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedPurchaser and Merger Sub, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle settle, any such demands or settle approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting any Lanacom Common Shares held by them to the extent permitted by and a holder who has exercised dissent rights for such shares in accordance with Section 262 185 of the DGCL. If any such holder shall have failed to perfect or shall have Act and who, as of the Closing Time, has not effectively withdrawn or lost such right dissent rights ("Dissenting Shares"), shall not be exchanged for Class A Shares pursuant to appraisalSection 1.5, but the holder thereof shall only be entitled to such holder’s rights as are granted by Section 185 of the Act. (b) Notwithstanding the provisions of subsection (a), if any holder of Dissenting Shares shall thereupon be converted into and become exchangeable only for the right effectively withdraw or lose (through failure to receiveperfect or otherwise) his or her dissent rights, then, as of the later of the Effective Closing Time and the time that occurrence of such right to appraisal event, such holder's shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive Class A Shares as provided in Section 1.5(b) (and, upon the Merger Consideration specified change thereof pursuant to the Articles of Reorganization under Section 1.5(c), Exchangeable Shares), without interest thereon, upon surrender of the certificate representing such shares, subject to the conditions set forth below and throughout this Agreement, including without limitation the escrow provisions set forth in either Section 2.1(a)(i1.9 and Article VII hereof. (c) or 2.1(a)(ii). The Company Lanacom shall give BackWeb Parent and Merger Sub (i) prompt written notice of any demands for appraisal exercise of any Shares, attempted withdrawals of such demands and any other instruments served dissent rights received by Lanacom pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” applicable provisions of Dissenting Shares, as provided in Section 262 185 of the DGCL, Act and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLthereto. The Company Lanacom shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedBackWeb Parent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any such demandsexercise of dissent rights. To the extent that BackWeb Parent or Lanacom makes any payment or payments in respect of any Dissenting Shares, BackWeb Parent shall be deemed to have incurred a Loss under Article VII hereof equal to (x) the aggregate amount by which such payment or payments exceed the aggregate Amalgamation Consideration that otherwise would have been payable in respect of such Dissenting Shares plus (y) one-half of the aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by BackWeb Parent or the Surviving Corporation in connection with calculating, settling or litigating the amount of, or making, any such payment.

Dissenting Shares. (i) Notwithstanding anything contained in this Agreement to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and Time, the holder of which are held by stockholders properly exercising appraisal rights available under Section 262 (A) has not voted, or caused or permitted to be voted, in favor of the DGCL Merger or consented thereto in writing, (B) has exercised its rights to appraisal in accordance with Section 607.1301, et seq., of the FBCA, and (C) has not effectively withdrawn or lost (through failure to perfect or otherwise) its rights to appraisal (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the represent a right to receive the Merger ConsiderationConsideration pursuant to Section 2.1(a), unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under but instead, the DGCL. Holders of Dissenting Shares holder thereof shall be entitled to payment in cash from the Surviving Corporation of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 607.1301, et seq., of the DGCLFBCA. If Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand. (ii) Notwithstanding the provisions of this Section 2.1(f), if any such holder of Shares who asserts appraisal rights shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to otherwise) its rights of appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder’s Shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent no longer be Dissenting Shares and shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified in either Section 2.1(a)(iConsideration, without any interest thereon and less any required withholding Taxes. (iii) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (iA) prompt written notice of any demands for written assertion of appraisal rights by the holders of any Shares, attempted withdrawals of any such demands assertion, and any other instruments served instruments, notices or other documents delivered to the Company pursuant to the DGCL and received by the Company relating FBCA which relate to any such assertion of appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in negotiations and direct all negotiations, settlements and/or proceedings with respect to demands for any assertion of appraisal rights under the DGCLFBCA. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals assertion of capital stock of the Company, appraisal rights or settle or offer to settle or settle any such demandsassertion.

Dissenting Shares. Notwithstanding anything in this Agreement to Each outstanding Share the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and holder of which are held by stockholders properly exercising has perfected his appraisal rights available under pursuant to Section 262 of the DGCL and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, unless Consideration and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares holder thereof shall be entitled only to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided that if any such holder thereafter shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisalappraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Per Share Merger Consideration specified as described in either Section 2.1(a)(i) or 2.1(a)(ii2.1(a), without any interest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice upon receipt by the Company of any such demands for appraisal payment of any Shares, attempted the value of such Shares and of withdrawals of such demands notice and any other instruments served provided pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLapplicable Law, and (ii) Parent shall have the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company shall not, except with the prior written consent of the Parent (to the extent required by Section 5.10) (which will consent shall not be unreasonably withheld or delayedwithheld), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demandsdemand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such holder of Dissenting Shares as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (i) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders holders who have not voted in favor of or consented to the Merger and who are entitled to demand and have properly exercising appraisal demanded their rights available under to be paid the fair value of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be canceled and converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held only such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder stockholder of the Company shall have failed fail to perfect or shall have effectively withdrawn waive, withdraw or lost lose such right to appraisal, such holderstockholder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in under Section 262 of the DGCL, such stockholder’s Dissenting Shares in respect of which the stockholder would otherwise be entitled to receive fair value under Section 262 of the DGCL shall thereupon be deemed to have been canceled, at the Effective Time, and the holder thereof shall be entitled to receive the Merger Consideration (payable without any interest thereon) as compensation for such cancellation. (ii) The Company shall give Parent (A) prompt notice of any notice received by the Company of intent to demand the fair value of any shares of Company Common Stock, withdrawals of such notices and any other instruments or notices served pursuant to Section 262 of the DGCL and (iiB) the opportunity to participate in direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an Order, voluntarily make or agree to (x) make any material payment or other commitment with respect to any demands for appraisals such exercise of capital stock of the Companyappraisal rights, (y) offer to settle or settle any such demandsrights or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the IBCA, any Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 a shareholder (a “Dissenting Shareholder”) who has neither voted in favor of the DGCL approval of this Agreement nor consented thereto in writing and who has demanded properly in writing appraisal for such Shares and otherwise properly perfected and not withdrawn or lost his or her rights (the “Dissenting Shares”) shall in accordance with the provisions of Section 490.1302 of the IBCA will not be converted into into, or be exchangeable for represent the right to receive receive, the Merger Consideration. Such Dissenting Shareholders will be entitled to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such Section 490.1302, unless and until such holders shall except that all Dissenting Shares held by shareholders who have failed to perfect or shall who effectively have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of such Dissenting Shares shall be entitled pursuant to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall 490.1323 will thereupon be deemed to have been converted into into, and become exchangeable only for represent the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, the manner provided in such circumstance, to the fullest extent permitted by Law, that Parent shall Article II and will no longer be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Excluded Shares. The Company shall will give Parent and Merger Sub (i) MergerCo prompt written notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Law received by the Company relating to shareholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) appraisal. The Company will give MergerCo the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall will not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergerCo, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the CompanyDissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder or beneficial holder that or who is entitled to demand and has properly exercising demanded appraisal rights available under for such Shares in accordance with, and that or who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed instead represent the right to perfect or shall have effectively withdrawn or lost their rights to appraisal under receive only the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held provided by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed or beneficial holder fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such loses his, her or its right to appraisalappraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder’s holder or beneficial holder to receive such payment in respect of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into exchangeable solely for the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)and shall no longer be Dissenting Shares. The Company shall give Parent prompt notice and Merger Sub (i) prompt written notice copies of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings Actions with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or compromise or offer to settle or settle compromise, any such demands, approve any withdrawal of any such demands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein to the contrary in this Agreement to the contraryAgreement, CTPI Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who has not voted in favor of the Merger or consented thereto and who properly exercising demands in writing appraisal rights available under of such CTPI Shares in accordance with Section 262 of the DGCL Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for represent the right to receive the Merger ConsiderationConsideration therefor. In lieu thereof, unless and until such holders stockholders shall be entitled to receive payment of the appraised value of such CTPI Shares held by them in accordance with the provisions of Section 262 of the Delaware Code, 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 of such securities under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be deemed to have been converted into and become exchangeable only for into, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such CTPI Shares. CTPI shall take all actions required to be taken by it in accordance with Section 262(d)(1) of the Delaware Code with respect to the holders of CTPI Shares as of the later record date for the CTPI Stockholders Meeting (as defined in Section 4.2(a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d)(2) of the Delaware Code with respect to all holders of record, as of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)of CTPI Shares. The Company CTPI shall give Parent and Merger Sub (i) Franklin prompt written notice of any demands for appraisal of any received by CTPI with respect to CTPI Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCTPI, and (ii) Franklin shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company Effective Time, CTPI shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedFranklin, voluntarily make or agree to make any material payment payments with respect to any demands for appraisals of capital stock of the Companyappraisal, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercising in writing appraisal rights available under for such shares in accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”") shall not be converted into or be exchangeable for represent the right to 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 Section 262 of the DGCL, unless and until such holders 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 of such Shares under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares DGCL shall thereupon be deemed to have been converted into and to have become exchangeable only exchangeable, at the Effective Time, for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredwithout any interest thereon, the Merger Consideration specified upon surrender in the manner provided in Section 2.1(a)(iii); provided4.1, in of the Company Certificate or Certificates that, at the Effective Time, evidenced such circumstance, Shares. All payments with respect to the fullest extent permitted by Law, that Parent Dissenting Shares shall be entitled at its sole option to convert each such share into paid by the right to receive Surviving Corporation with funds of the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Company and not with funds provided by any of the Acquiror Companies. The Company shall give Parent and Merger Sub Acquiror (i) prompt written notice of any written demands for appraisal of any Shares, attempted any withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, connection therewith and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedAcquiror, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, Common Stock or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to before the Effective Time and which that are held by stockholders shareholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercising exercised appraisal rights available under with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the “Dissenting Shares”) Merger and provides for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; provided, however, that if such holder fails to perfect or effectively -------- ------- withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall there upon be exchangeable for deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment without any interest thereon, upon surrender of the appraised value of Certificate or Certificates in the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified manner provided in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)2.8 hereof. The Company shall will give Parent and Merger Sub (ia) prompt written notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of any Shares, attempted withdrawals of such demands the DGCL and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, appraisal or offer to settle settle, or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in any other term or provision of this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising who (i) have not consented to the Merger, (ii) have demanded appraisal for such shares in accordance with the provisions of Section 92A.300 to 92A.500, inclusive, of the NGCL (if such provisions provide for appraisal rights available under Section 262 of the DGCL for such shares), and (iii) have not failed to perfect or effectively withdrawn such demand or otherwise lost their appraisal rights (the “"Dissenting Shares”) "), shall not be converted into pursuant to ----------------- Section 3.1(c) hereof or be exchangeable for represent the right to receive the Merger Consideration, unless and until such holders any Parent Common Stock -------------- pursuant to this Article III (but shall have failed be entitled to perfect or shall have effectively withdrawn or lost their rights to appraisal receive dividends under the DGCL----------- Section 3.2(d) hereof). Holders of Dissenting Shares shall be entitled to payment have -------------- such shares appraised in accordance with the provisions of Section 92A.300 to 92A.500, inclusive, of the appraised value of the NGCL, except that all Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall stockholders who have failed to perfect or shall have effectively withdrawn or otherwise lost such their right to appraisal, appraisal of such holder’s Shares shares under such provisions of the NGCL shall thereupon be deemed to have been converted into into, and to have become exchangeable only for for, as of the Effective Time, the right to receive, as without any interest thereon, certificates representing the shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock and any dividends to the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified extent provided in Section 2.1(a)(iii); provided, 3.2(c) hereof to be issued or paid -------------- in consideration therefor upon surrender of such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified certificates in either accordance with Section 2.1(a)(i3.2 hereof. ----------- (b) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands for appraisal, and any other instruments served pursuant to the DGCL NGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLNGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal, or offer to settle settle, or settle settle, any such demandsdemand for appraisal rights.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of American Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by American stockholders properly exercising appraisal rights available under Section 262 who shall have not voted in favor of the DGCL (the “Dissenting Shares”) shall not be converted into Merger or be exchangeable for the right to receive the Merger Consideration, unless consented thereto in writing and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares who shall be entitled to payment and shall have demanded properly in writing appraisal rights for such shares of the appraised value of the Dissenting Shares held by them to the extent permitted by and American Common Stock in accordance with Section 262 of the DGCL. If any DCL and who shall not have withdrawn such holder demand or otherwise have forfeited appraisal rights (collectively, the "Dissenting Shares"), shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified payable in either respect of each share of American Common Stock represented thereby. Such American stockholders shall be entitled to receive payment of the appraised value of such shares of American Common Stock held by them in accordance with the provisions of the DCL; provided, however, that all Dissenting Shares held by American stockholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their appraisal rights with respect to such shares of American Common Stock under the DCL shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Merger Consideration upon surrender, in the manner provided in Section 2.1(a)(i3.2, of the Certificates with respect to such shares. (b) or 2.1(a)(ii). The Company American shall give Parent and Merger Sub (i) Mergeparty prompt written notice of any demands for appraisal of any Sharesrights received by it, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL DCL and received by the Company American and relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) thereto. American shall give Mergeparty the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal rights under the DGCLprovisions of the DCL. The Company American shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergeparty, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal rights, or offer to settle settle, or settle settle, any such demands.

Dissenting Shares. (i) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued each outstanding share of Company Common Stock, Preferred Stock and outstanding immediately prior Senior Preferred Stock, the holder of which has not voted in favor of the Merger, has perfected such holder’s right to an appraisal of such holder’s shares in accordance with the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 applicable provisions of the DGCL (the “Dissenting Shares”) shall and has not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalappraisal or is entitled to and properly exercises dissenters rights pursuant to, such holder’s Shares and complies with, Chapter 13 of the CGCL (each, a “Dissenting Share”), shall thereupon not be converted into and become exchangeable only for or represent the right to receivereceive Parent Shares and cash pursuant to Section 2.01(c) and such number of Parent Shares and cash shall revert to Parent, but the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL and the CGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either appropriate number of Parent Shares and cash, as the case may be, pursuant to Section 2.1(a)(i2.01(c). (ii) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (ix) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the applicable provisions of the DGCL and or CGCL relating to the appraisal process received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiy) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL or CGCL, as applicable. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in Any provision of this Agreement to the contrarycontrary notwithstanding, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders holders of such Shares who have (a) not voted in favor of the adoption of this Agreement or consented thereto in writing and (b) properly exercising exercised appraisal rights available under with respect thereto in accordance with, and otherwise complied with, Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed Consideration pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCLSection 2.8(b). Holders of Dissenting Shares shall be entitled only to receive payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of such Section 262 of 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If If, after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost loses such right to appraisalright, such holder’s Dissenting Shares shall thereupon cease to be Dissenting Shares, including for purposes of Section 2.8(b), and shall be deemed to have been converted into and become exchangeable only for the right to receiveinto, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified as provided for in either Section 2.1(a)(i) or 2.1(a)(ii2.8(b). At the Effective Time, the Dissenting Shares shall be automatically canceled and shall cease to exist and any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal appraisals of any Shares, attempted withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch notices and demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle appraisal or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Shares that are issued and outstanding immediately prior to the Effective Time and which are shares of Company Common Stock held by stockholders properly exercising a holder who has made a proper demand for appraisal of such shares in accordance with Section 262 of the DGCL and who has otherwise complied with all applicable provisions of Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”with respect to such shares) shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and Consideration in accordance with Section 262 of 1.6, but shall be entitled only to such rights as are granted by the DGCL. DGCL to Dissenting Shares. (b) If any Dissenting Share shall lose its status as such holder shall have failed (through failure to perfect or shall have effectively withdrawn or lost such right to appraisalotherwise), such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time and or the time that date of loss of such right to appraisal shall have been irrevocably loststatus, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share shall automatically be converted into and shall represent only the right to receive Merger Consideration in accordance with Section 1.6, without interest thereon, upon surrender of the Company Stock Certificate or transfer of the Company Book Entry Share formerly representing such share and Parent shall promptly deposit (or cause to be deposited) in the Exchange Fund additional cash in an amount sufficient to pay the cash portion of the Merger Consideration specified in either Section 2.1(a)(irespect of such shares of Company Common Stock that are no longer Dissenting Shares. (c) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands written demand for appraisal received by the Company prior to the Effective Time pursuant to the DGCL, any withdrawal of any Shares, attempted withdrawals of such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make any payment or agree settlement offer prior to make any material payment the Effective Time with respect to any demands for appraisals of capital stock of the Companysuch demand, offer notice or instrument unless Parent shall have given its written consent to settle such payment or settle any such demandssettlement offer.

Dissenting Shares. (i) Notwithstanding anything contained in this Agreement to the contrary, Shares that are no shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and the holder of which are held by stockholders properly exercising (A) has not voted in favor of the Merger, (B) has demanded its rights to appraisal rights available under in accordance with Section 262 of the DGCL DGCL, and (C) has not effectively withdrawn or lost its rights to appraisal (the “Dissenting Shares”) shall not be converted into or be exchangeable for the represent a right to receive the Merger ConsiderationConsideration pursuant to Section 1.7(a). By virtue of the Merger, unless all Dissenting Shares shall be cancelled and until such holders shall have failed cease to perfect or exist and shall have effectively withdrawn or lost their represent only those rights to appraisal provided under the DGCL. Holders From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to payment exercise any of the appraised value voting rights or other rights of a member or equity owner of the Dissenting Shares held by them to Surviving Corporation. (ii) Notwithstanding the extent permitted by and in accordance with provisions of this Section 262 1.7(d), if any holder of the DGCL. If any such holder shares of Company Common Stock who demands appraisal rights shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receivedissent or its rights of appraisal, then, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder’s shares of Company Common Stock shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent no longer be Dissenting Shares and shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified in either Section 2.1(a)(iConsideration, without any interest thereon. (iii) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (iA) prompt written notice of any written demands for appraisal rights of any Sharesshares of Company Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating which relate to any such demand for appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal rights under the DGCL. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal rights or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders holders who have not voted in favor of or consented to the Merger and who have properly exercising appraisal demanded and perfected their rights available under to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held only such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder stockholder of the Company shall have failed fail to perfect or shall have effectively withdrawn waive, withdraw or lost lose such right to appraisalstockholder’s rights under Section 262 of the DGCL, such holderstockholder’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 converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified as provided in either Section 2.1(a)(i2.1(a), less any applicable Taxes required to withheld and without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares, or transfer of the Uncertificated Share or Shares, pursuant to Section 2.2. (b) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal notice (whether written or oral) received by the Company of the intent of any holder of Shares to demand the fair value of any Shares, attempted any written demand for appraisal, any withdrawals of such demands thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal the exercise of dissenters’ rights under Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an Order, voluntarily make or agree to make any material payment with respect to any demands for appraisals such exercise of capital stock of the Company, dissenters’ rights or offer to settle or settle any such demandsdemands or extend or waive the deadline or other time period applicable to any dissenters’ rights; provided, however, that the Company shall give Parent advance written notice of the requirement to make any payment pursuant to an Order prior to making such payment.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares (other than Cancelled Shares and Subsidiary Shares) that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration or the consideration set forth in Section 2.1(b), as applicable, unless and until such holders holder shall have failed to perfect or shall have effectively withdrawn or lost their such holder’s rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such holder’s Shares shall thereupon be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified or the consideration set forth in either Section 2.1(a)(i) or 2.1(a)(ii2.1(b), as applicable, without interest and less any required Tax withholding as provided in Section 2.3. The Company shall give Parent ▇▇▇▇▇▇ and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent Parent, which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising who have demanded and perfected appraisal rights available under Section 262 of for such Shares in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the Merger Considerationapplicable Parent Common Shares and cash. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the DGCL, unless and until such holders stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights right to appraisal of such Shares under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares DGCL shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receivefor, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified amount of cash, without any interest thereon, and number of Parent Common Shares (and dividends or other distributions pursuant to Section 2.02(c), if any) to which such holder is entitled pursuant to Section 2.01 and cash in either lieu of fractional shares, without any interest thereon, to which such holder is entitled pursuant to Section 2.1(a)(i2.02(e), upon the surrender, in the manner provided in Section 2.02, of the corresponding Certificate. (b) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other related instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to Shares of capital stock of the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are Company held by stockholders of the Company who have properly exercising exercised and preserved appraisal rights available under with respect to those shares in accordance with Section 262 92A.440 of the DGCL NRS (the “Dissenting Shares”) shall not be converted into or be exchangeable for the represent a right to receive the Merger ConsiderationConsideration pursuant to Section 2.1(c) above, unless and until but the holders thereof shall be entitled only to such holders rights as are granted by Section 92A.440 of the NRS. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 92A.440 of the NRS shall have failed to perfect or receive payment therefor from the Surviving Corporation in accordance with such laws; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn or lost their rights to such holder’s demand for appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn shares or lost such holder’s right to appraisalappraisal and payment of such shares under Section 92A.440 of the NRS, such holder’s Shares holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be converted into deemed to have been canceled, extinguished and become exchangeable only for the right to receiveexchanged, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified as provided in either Section 2.1(a)(i2.1(c) or 2.1(a)(ii)above. Any payments in respect of Dissenting Shares will be made by the Surviving Corporation. The Company shall give prompt notice to Parent and Merger Sub (i) prompt written notice of any written demands received by the Company for appraisal payment of the fair value (as defined in NRS 92A.320) in respect of any Shares, shares of Company Common Stock and attempted withdrawals of such demands and any other instruments served pursuant to the DGCL NRS 92A.440 and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (ii) Parent shall have the opportunity right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock shares of the CompanyCompany Common Stock, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders who are entitled to demand and are properly exercising demanding appraisal rights available under pursuant to, and who are complying in all respects with, the provisions of Section 262 of the DGCL Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders of Dissenting Shares pursuant to Section 262 of the Corporation Law, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCLCorporation Law. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCLCorporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in accordance with Section 2.1(a)(iii); provided3.01, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)without any interest thereon. The Company shall give Parent Acquiror and Merger Sub (ia) prompt written notice of any written demands for appraisal of any SharesShares (or written threats thereof), withdrawals or attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent Acquiror (which will consent shall not be unreasonably conditioned, withheld or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued the shares of any holder of MSC Capital Stock who has demanded and outstanding immediately prior to perfected appraisal rights for such shares in accordance with the FBCA and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or forfeited such appraisal rights available under Section 262 of the DGCL (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for the represent a right to receive Nathan's Common Stock pursuant to Section 1.6, but the Merger Consideration, unless and until such holders holder thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall only be entitled to payment such rights as are granted by the FBCA. (b) Notwithstanding the foregoing, if any holder of shares of MSC Capital Stock who demands appraisal of such shares under the appraised value of FBCA shall effectively withdraw or forfeit the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder's shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive pursuant to the Merger Consideration specified Exchange Ratio Nathan's Common Stock and Warrants, without interest thereon, upon surrender of the certificate(s) representing such shares in either compliance with Section 2.1(a)(i1.8. (c) or 2.1(a)(ii). The Company Miami Subs shall give Parent and Merger Sub Nathan's (i) prompt written notice of any written demands for appraisal of any Sharesshares of MSC Capital Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL FBCA and received by the Company relating Miami Subs which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLFBCA. The Company Miami Subs shall not, except with the prior written consent of Parent which will not Nathan's or as may be unreasonably withheld or delayedrequired by applicable law, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, MSC Capital Stock or offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and which that are held by stockholders a stockholder who is entitled to demand and properly exercising demands appraisal rights available under of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (such stockholders, the “Dissenting Stockholders” and, such shares of Company Common Stock, the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until but instead such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares holder shall be entitled to payment of the appraised fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL (and, at the Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. If any ), unless and until such holder shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to appraisalrights, the Dissenting Shares held by such holder’s Shares Dissenting Stockholder shall thereupon be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of the Merger Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified as provided in either Section 2.1(a)(i2.03(a) or 2.1(a)(ii(and cash in lieu of any fractional shares of Parent Common Stock and any dividends and distributions with respect thereto as contemplated by Section 2.04(f) and Section 2.08), without interest. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights to be paid of appraisal in accordance with the “fair value” provisions of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) Parent shall have the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLall such demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, make any payment with respect to, settle or delayed, voluntarily make offer or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. (i) No later than ten (10) calendar days following the date that the Cornerstone Shareholder Approval is received, Cornerstone or the Surviving Corporation shall provide each record holder of Cornerstone Common Stock entitled to vote on the Merger with a notice including the information required by in Section 1301(a) of the CGCL. (ii) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal extent dissenters’ rights available under Section 262 of 1301(a) are applicable to the DGCL (the “Merger, no Dissenting Shares”) Shares shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the represent a right to receive the Merger Consideration specified for such shares set forth in either this Agreement, if any, but the holder of such Dissenting Shares shall only be entitled to such dissenters’ rights to the extent granted by Chapter 13 of the CGCL. If a holder of shares of Cornerstone Common Stock who demands that Cornerstone purchase such shares under Chapter 13 of the CGCL shall thereafter effectively withdraw or lose (through failure to perfect or otherwise) such holders’ dissenters’ rights with respect to such shares of Cornerstone Common Stock then, as of the occurrence of such withdrawal or loss, each such share of Cornerstone Common Stock shall be deemed as of the Effective Time to have been converted into and represent only the right to receive, in accordance with Section 2.1(a)(i3.01, the Merger Consideration for such shares set forth in this Article III. (iii) or 2.1(a)(ii)Cornerstone shall comply in all respects with the provisions of Chapter 13 of the CGCL with respect to the Dissenting Shares. The Company ▇▇▇▇▇▇▇▇▇▇▇ shall give Parent and Merger Sub ▇▇▇▇▇▇ (iA) prompt written notice of any demands for appraisal purchase of any Sharessuch shares of Cornerstone Common Stock pursuant to Chapter 13 of the CGCL, attempted withdrawals of such demands and any other instruments served pursuant to Chapter 13 of the DGCL CGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided Cornerstone in Section 262 of the DGCL, connection therewith and (iiB) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal purchase of any shares of Cornerstone Common Stock under Chapter 13 of the DGCLCGCL; provided that Plumas shall act in a commercially reasonable manner in directing any such negotiations and proceedings. The Company Cornerstone shall not, except with the prior written consent of Parent which will not be unreasonably withheld Plumas or delayedas required by law, voluntarily make or agree to make any material payment with respect to any demands for appraisals purchase of capital stock of the Company, Cornerstone Common Stock or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are any shares of Class A Common Stock issued and outstanding immediately prior to the Effective Time Time, and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for a holder who has the right to receive the Merger Consideration, unless demand payment for and until any appraisal of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 of the DGCL (or any successor provision), who perfects his demand for the appraisal of the fair value of his shares of Class A Common Stock in accordance with the DGCL and, as of the Effective Time, has neither effectively withdrawn nor lost his right to make such demand (such shares of Class A Common Stock, the "Dissenting Shares"), shall not be converted into or represent a right to receive the Consideration pursuant to Section 2.6(b), but the holder thereof shall be entitled to only such rights as are granted by the DGCL. If . (b) Notwithstanding the provisions of Section 2.7(a), if any such holder shall have failed of Dissenting Shares effectively withdraws or loses (through failure to perfect or shall have effectively withdrawn or lost such otherwise) his right to appraisalmake such demand, then as of the Effective Time or the occurrence of such event, whichever occurs later, such dissenting holder’s Shares 's shares of Class A Common Stock shall thereupon automatically be converted into and become exchangeable represent only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified as provided in either Section 2.1(a)(i2.6(b) without interest thereon, upon surrender of the certificate or 2.1(a)(ii). certificates representing such shares. (c) The Company shall give Parent and Merger Sub NBC (i) prompt written notice of any written demands for appraisal of the fair value of any Sharesshares of Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid after the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, date hereof and (ii) the opportunity to participate in and, after the Effective Time, direct all negotiations and proceedings with respect to demands for appraisal or the payment of the fair cash value of any such shares under the DGCL. The Company shall not voluntarily make any payment with respect to any demands for appraisal or the payment of the fair cash value of any shares and shall not, except with the prior written consent of Parent which will not be unreasonably withheld NBC, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (i) Notwithstanding anything contained in this Agreement to the contrary, no Shares that are issued and outstanding immediately prior to the Effective Time and Time, the holder of which are held by stockholders properly exercising appraisal rights available under Section 262 (A) has not voted in favor of the DGCL Merger or consented thereto in writing, (the “Dissenting Shares”B) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their has demanded its rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have , and (C) has not effectively withdrawn or lost such its rights to appraisal (the “Dissenting Shares”), shall be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(a). By virtue of the Merger, all Dissenting Shares shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the DGCL. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand. (ii) Notwithstanding the provisions of this Section 2.1(e), if any holder of Shares who demands appraisal shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder’s Shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent no longer be Dissenting Shares and shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified in either Section 2.1(a)(iConsideration, without any interest thereon and less any required withholding Taxes. (iii) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (iA) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, any such demand for appraisal and (iiB) the opportunity reasonably to participate in direct all negotiations and proceedings (subject to the Company’s right to object to any actions or positions taken by Parent that it deems, in its sole discretion, unreasonable) with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which will shall not be unreasonably withheld or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders holders who have properly exercising demanded their appraisal rights available under with respect to such Shares in accordance with Section 262 of the DGCL and who have not withdrawn such demand or consented to or voted in favor of this Agreement (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment only such rights as are granted by Section 262 of the appraised DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. If ); provided, however, that if any such holder stockholder of the Company shall have failed fail to perfect or shall have effectively withdrawn waive, withdraw or lost lose such right to appraisalstockholder’s rights under Section 262 of the DGCL, such holderstockholder’s Dissenting Shares shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified at the Effective Time, and the holder thereof shall be entitled to the right to receive the Merger Consideration, as set forth in either Section 2.1(a)(i2.1 of this Agreement, without any interest thereon. (b) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal notice received by the Company of intent to demand the fair value of any Shares, attempted withdrawals of such demands notices and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in and control all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an order, voluntarily make decree, ruling or agree to injunction of a court of competent jurisdiction, make any material payment with respect to any demands for appraisals such exercise of capital stock of the Company, appraisal rights or offer to settle or settle any such demandsrights or offer or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)without any interest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly exercising appraisal rights available under Section 262 shall have demanded payment of the fair value for such shares in accordance with the DGCL (collectively, the “Dissenting Dissenters’ Shares”) shall not be converted into or be exchangeable for represent the right to receive the Common Stock Merger Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the DGCL, unless and until such holders except that all Dissenters’ Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their rights to appraisal as dissenting stockholders under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares DGCL shall thereupon be deemed to have been converted into and to have become exchangeable only exchangeable, as of the Effective Time, for the right to receive, as without any interest thereon, the Common Stock Merger Consideration upon surrender in the manner provided in Section 2.4 of the later of certificate(s) that, immediately prior to the Effective Time and the time that Time, evidenced such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)shares. The Company shall give Parent and Merger Sub Acquiror: (ia) prompt written notice of any written demands for appraisal payment of fair value of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, stockholders’ dissenters’ rights; and (iib) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL consistent with the obligations of the Company thereunder. The Company shall not, except with the prior written consent of Parent Acquiror (which will consent shall not be unreasonably withheld withheld, conditioned or delayed), voluntarily make or agree to (i) make any material payment with respect to any demands for appraisals of capital stock of the Companysuch demand, (ii) offer to settle or settle any such demandsdemand for payment of fair value or (iii) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are any shares of RTI Common Stock or RTI Preferred Stock held by stockholders properly exercising a holder who has exercised such holder's appraisal rights available under in accordance with Section 262 of Delaware Law, and who, as of the DGCL Effective Time, has not effectively withdrawn or lost such appraisal rights (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for the represent a right to receive Mpath Common Stock or the Merger ConsiderationCash Payment (if applicable) pursuant to Section 2.1, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under but the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value holder of the Dissenting Shares held shall only be entitled to such rights as are granted by them Delaware Law. (b) Notwithstanding the provisions of Section 2.3(a), if any holder of shares of RTI Common Stock or RTI Preferred Stock who demands his appraisal rights with respect to the extent permitted by and in accordance with such shares under Section 262 of the DGCL. If any such holder 2.1 shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost otherwise) his rights to receive payment for such right to appraisalshares under Delaware Law, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent only the right to receive Mpath Common Stock, the Merger Consideration specified Cash Payment, if applicable, and payment for fractional shares as provided in either Section 2.1(a)(i2.1(c), without interest, upon surrender of the certificate or certificates representing such shares; provided that if such holder effectively -------- withdraws or loses his right to receive payment for such shares after the Effective Time, then, at such time Mpath will deposit in the escrow created pursuant to the Escrow Agreement additional certificates representing such holder's Pro Rata Portion of the Escrow Shares. (c) or 2.1(a)(ii). The Company RTI shall give Parent and Merger Sub Mpath (i) prompt written notice of any written demands for payment with respect to any shares of capital stock of RTI pursuant to the appraisal of any Sharesrights under Delaware Law, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, RTI and (ii) the opportunity to participate at its own expense in all negotiations and proceedings with respect to demands for appraisal rights under the DGCLDelaware Law. The Company RTI shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMpath, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal rights with respect to RTI Common Stock or RTI Preferred Stock or offer to settle or settle compromise any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that shares of OrthAlliance Class B Common Stock which are issued and outstanding immediately prior to the Effective Time and with respect to which are held by stockholders properly exercising appraisal rights available under shall have been properly demanded in accordance with Section 262 of the DGCL (the “"OrthAlliance Dissenting Shares”") shall not be converted into the right to receive, or be exchangeable for for, OCA Common Stock or cash in lieu of fractional shares but, instead, the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the such OrthAlliance Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. If ; provided, however, that (i) if any holder of OrthAlliance Dissenting Shares shall subsequently deliver a written withdrawal of his demand for appraisal of such shares, or (ii) if any holder fails to establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, such holder or holders (as the case may be) shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisal, appraisal of such holder’s Shares shares of OrthAlliance Common Stock and each of such shares shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, and to have become exchangeable for, as of the later Effective Time, OCA Common Stock and/or cash in lieu of the Effective Time and the time that such right to appraisal shall have been irrevocably lostfractional shares, withdrawn or expiredwithout any interest thereon, the Merger Consideration specified as provided in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)this Article II. The Company OrthAlliance shall give Parent and Merger Sub (i) OCA prompt written notice of any demands for appraisal of any Sharesreceived by OrthAlliance, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLOrthAlliance, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company OrthAlliance shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedOCA, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement Each outstanding share of Seacoast Common Stock the holder of which has perfected his right to dissent under the contrary, Shares that are issued MBCL and outstanding immediately prior to has not effectively withdrawn or lost such right as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the represent a right to receive shares of Sovereign Common Stock hereunder. Rather, the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares holder thereof shall be entitled only to payment of the appraised value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 the provisions of Sections 86 through 98, inclusive, of the DGCL. If MBCL (or any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(iisuccessor provisions). The Company Seacoast shall give Parent and Merger Sub Sovereign (i) prompt written notice of any demands for appraisal filed pursuant to Sections 86 through 98, inclusive, of the MBCL (or any Sharessuccessor provisions) received by Seacoast, attempted withdrawals of such demands demands, and any other instruments served in connection with such demands pursuant to the DGCL MBCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLSeacoast, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLMBCL consistent with the obligations of Seacoast thereunder. The Company Seacoast shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedSovereign, voluntarily make or agree to (x) make any material payment with respect to, or to any demands for appraisals of capital stock of the Companyperson making, any such demand, (y) offer to settle or settle any such demandsdemand or (z) waive any failure to timely deliver a written demand in accordance with the MBCL. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent (which shares are referred to as “Unperfected Dissenting Shares”) at any time, the Unperfected Dissenting Shares held by such holder shall be converted on a share by share basis into the right to receive the Applicable Exchange Ratio in accordance with the applicable provisions of this Agreement, as Sovereign or the Exchange Agent shall determine, without any interest thereon. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares any shares of the capital stock of BRINC that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising Stockholders who have not voted in favor of, or consented in writing to, the Merger and who have exercised and perfected appraisal rights available under for such shares in accordance with and complied in all respects with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the applicable portion of the Merger Consideration. At the Effective Time, unless all Dissenting Shares shall be cancelled and until cease to exist and the holder or holders of Dissenting Shares shall be entitled only to such holders rights as may be granted to them under Section 262 of the DGCL. All Dissenting Shares held by 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 the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares DGCL shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receivefor, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the applicable portion of the Merger Consideration specified in either Section 2.1(a)(iaccordance with this Agreement, without any interest thereon. (b) or 2.1(a)(ii). The Company BRINC shall give Parent and Merger Sub (i) Kenexa Technology prompt written notice of any demands for appraisal of any Sharesreceived by BRINC, attempted withdrawals of such demands demands, and any other related instruments served pursuant to the DGCL and received by BRINC; provided that if any such demands, withdrawals or other related instruments are received by the Company relating Surviving Corporation or the Parent after the Effective Time, the Surviving Corporation and/or the Parent shall give such notice to rights the Representative rather than to be paid Kenexa Technology. After the “fair value” of Dissenting SharesEffective Time, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in Representative shall direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company Prior to the Effective Time, BRINC shall not, except with the prior written consent of Parent Kenexa Technology which will shall not be unreasonably withheld withheld, conditioned or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands. After the Effective Time, the Representative shall direct all negotiations and proceedings with respect to demands for appraisal under the DGCL, but shall not, except with the prior written consent of Kenexa Technology which shall not be unreasonably withheld, conditioned or delayed, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. If, as a result of any settlement or a determination, any Stockholder is entitled to receive as payment for his or its shares of Common Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock in an amount that exceeds the Common Stock Per Share Merger Consideration, Series C Consideration, Series D Consideration, Series E Consideration or Series F Consideration, respectively, (the aggregate of such excess payments with respect to all Dissenting Shares is referred to as the “Dissenting Shares Reduction Amount”), then Kenexa Technology and the Representative shall provide joint written instruction to the Escrow Agent to deliver from the Indemnity Escrow Account to the Surviving Corporation by wire transfer of immediately available funds to an account designated in writing by the Surviving Corporation, an amount equal to the Dissenting Shares Reduction Amount.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (i) Shares of ▇▇▇▇▇▇▇ Common Stock that are issued and outstanding immediately prior to the Effective Time Closing and which are held by stockholders ▇▇▇▇▇▇▇ Common Stockholders who have not voted in favor of or consented to the Merger and who are entitled to demand and have properly exercising appraisal demanded their rights available under Section 262 to be paid the fair value of such shares in accordance with Subtitle 2 of Title 3 of the DGCL MGCL (the “Dissenting Shares”) shall not be canceled and converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders ▇▇▇▇▇▇▇ Common Stockholders shall have failed be entitled to only such rights as are granted by Subtitle 2 of Title 3 of the MGCL; provided, however, that if any such ▇▇▇▇▇▇▇ Common Stockholder shall fail to perfect or shall have effectively withdrawn waive, withdraw or lost their lose such rights to appraisal under Subtitle 2 of Title 3 of the DGCL. Holders of MGCL, then such ▇▇▇▇▇▇▇ Common Stockholder’s Dissenting Shares in respect of which the ▇▇▇▇▇▇▇ Common Stockholder would otherwise be entitled to receive fair value under Subtitle 2 of Title 3 of the MGCL shall thereupon be deemed to have been canceled, at the Effective Time, and the ▇▇▇▇▇▇▇ Common Stockholder shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified with respect to such shares (payable without any interest thereon) as compensation for such cancellation. All payments in either Section 2.1(a)(irespect of Dissenting Shares, if any, will be made by Bay. (ii) or 2.1(a)(ii). The Company ▇▇▇▇▇▇▇ shall give Parent and Merger Sub Bay (iA) prompt written notice of any demands for appraisal notice received by ▇▇▇▇▇▇▇ of intent to demand the fair value of any Sharesshares of ▇▇▇▇▇▇▇ Common Stock, attempted withdrawals of such demands notices and any other instruments or notices served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” Subtitle 2 of Dissenting Shares, as provided in Section 262 Title 3 of the DGCL, MGCL and (iiB) the opportunity to participate in direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Subtitle 2 of Title 3 of the DGCLMGCL. The Company ▇▇▇▇▇▇▇ shall not, except with the prior written consent of Parent which will not be unreasonably withheld Bay or delayedas otherwise required by an order, voluntarily make writ, injunction, decree, judgment or agree stipulation issued, promulgated or entered into by or with any Regulatory Authority applicable to ▇▇▇▇▇▇▇, (C) make any material payment or other commitment with respect to any demands for appraisals such exercise of capital stock of the Companyappraisal rights, (D) offer to settle or settle any such demandsrights or (E) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the MGCL.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders Stockholders (i) who have not voted in favor of the Merger or consented thereto in writing, (ii) who have demanded, properly exercising appraisal rights available under in writing, payment for such shares of Common Stock, as applicable, in accordance with Section 262 of the DGCL (a “Dissenter Payment”), and (iii) who have not withdrawn such demand or been deemed to have forfeited or have otherwise waived or lost the right to a Dissenter Payment (such shares of Common Stock being referred to as “Dissenting Shares”) shall will not be converted into or the right to receive any portion of the Merger Consideration, but instead will be exchangeable for converted in to the right to receive the Merger ConsiderationDissenter Payment in accordance with the DGCL. If any Stockholder fails to perfect, unless and until such holders shall have failed to perfect effectively withdraws or shall have effectively withdrawn or lost their otherwise loses its rights to appraisal a Dissenter Payment for such shares of Common Stock under the DGCL. Holders , then, the right of such holder to receive the Dissenter Payment shall cease and such Dissenting Shares shall be entitled deemed to payment have been converted as of the appraised value Effective Time into, and shall have become exchangeable solely for, the right to receive, the Merger Consideration in accordance with this Article II. The Company will give Parent written notice of any demand for a Dissenter Payment received by the Dissenting Shares held by them to the extent permitted by and Company in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Company. Parent shall direct and (ii) the opportunity to participate in control all negotiations and proceedings with respect to demands any demand for appraisal under a Dissenter Payment, including all hearings and trials before the DGCL. The Company shall not, except with the prior written consent Delaware Court of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree Chancery pursuant to make any material payment with respect to any demands for appraisals of capital stock Section 262 of the Company, offer DGCL (and shall have the right to settle or settle any all such demandsclaims and procedures).

Dissenting Shares. Notwithstanding anything in this Agreement Section 2.1(b), to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who has properly exercising demanded appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until but the holders of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them receive such consideration as shall be determined pursuant to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such his or her right to appraisalappraisal and payment under the DGCL, such holder’s Shares shares of Company Common Stock shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent or the Surviving Corporation, and the aggregate Merger Consideration specified in either Section 2.1(a)(i(and Payment Fund) or 2.1(a)(ii)shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Merger Closing Date. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Sharesof the shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLwith respect thereto, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (which will consent shall not be unreasonably withheld withheld, conditioned or delayed), voluntarily make any payment or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal, offer to settle or settle any such demandsdemands or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Any Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive from the Merger Consideration, unless and until Surviving Corporation such holders shall have failed consideration as may be determined to perfect or shall have effectively withdrawn or lost their rights be due with respect to appraisal under the DGCL. Holders of each such Dissenting Shares shall be entitled Share pursuant to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such ; PROVIDED, HOWEVER, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Section 262 of the DGCL, shall have failed be deemed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveconverted, as of the later Effective Time of the Effective Time and the time that such right to appraisal shall have been irrevocably lostMerger, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration Shares in accordance with the procedures specified in either Section 2.1(a)(i) or 2.1(a)(ii)2.3. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Section 262 of the DGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. (i) Notwithstanding anything in this Merger Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are any shares of NDC Stock held by stockholders properly exercising any Person (a "Dissenting Stockholder") who has demanded and perfected his right for appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 the DGCL and who, as of the DGCL. If any such holder shall have failed to perfect or shall have Effective Time, has not effectively withdrawn or lost such right to appraisalappraisal ("Dissenting Shares") shall not be converted as described in Section 2.5.2 (a) but shall become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to Section 262 of the DGCL and shall not be entitled to receive his applicable portion of the Merger Consideration; provided, however, that if, in accordance with such holder’s Section of the DGCL, any Dissenting Stockholder shall fail to perfect, withdraw or otherwise lose his right to appraisal under such Section of the DGCL, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receivefor, as of the later Effective Time, the right, subject to Sections 2.5.3(a) and 2.5.3(b), to receive, in accordance with this Section 2.5 and, except as set forth in Section 2.6, without interest or dividends thereon), for each share (or fraction thereof) of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredNDC Stock, the Merger Consideration specified in Section 2.1(a)(iii(or a corresponding fraction thereof); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i. (ii) or 2.1(a)(ii). The Company NDC shall give Parent and Merger Sub Purchaser (i) prompt written notice of any written demands for appraisal of any Sharesshares of the NDC Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and that relate to such demands received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, NDC and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company NDC shall not, except with the prior written consent of Parent Purchaser, which will consent shall not be unreasonably withheld or delayedwithheld, voluntarily make or agree offer to make any material payment payments in excess of $5,000 in the aggregate, with respect to any demands for appraisals appraisal and/or refusals to consent of capital stock holders of the Company, NDC Stock or offer to settle or settle any such demandsdemands and/or refusals to consent.

Dissenting Shares. Notwithstanding anything in the foregoing provisions or any other provision of this Agreement to the contrary, Shares in the event, and only in the event, that are issued and the Merger is approved by less than 90% of the outstanding immediately prior UNC Common Stock Equivalents entitled to vote at the Effective Time and which are UNC Stockholders' Meeting, UNC Common Stock Equivalents held by stockholders properly exercising appraisal rights available any holder who shall have taken the necessary steps under Section 262 of the DGCL to dissent and demand payment and is otherwise entitled to such payment under the DGCL, if the DGCL provides for such payment in connection with the Merger (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive Merger Consideration at or after the Merger Consideration, Effective Time unless and until the holder of such holders shall have failed to perfect Dissenting Shares withdraws his or shall have effectively withdrawn or lost their rights to her demand for such appraisal under with the consent of UNC, if required by the DGCL, or becomes ineligible for such appraisal. Holders If a holder of Dissenting Shares shall be entitled to payment withdraw his or her demand for such appraisal with the consent of the appraised value of the Dissenting Shares held UNC, if required by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any , or shall become ineligible for such holder shall have failed appraisal (through failure to perfect or shall have effectively withdrawn otherwise), then, as of the Effective Time or lost the occurrence of such right to appraisalevent, whichever last occurs, such holder’s 's Dissenting Shares shall thereupon automatically be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)as provided above. The Company UNC shall give Parent and Merger Sub Greenwich (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLDGCL received by UNC, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. The Company shall UNC will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Greenwich, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such a holder under Section 262 of the DGCL.

Dissenting Shares. Notwithstanding anything in this Agreement Any Dissenting Shares shall be converted into ----------------- the right to receive from the contrarySurviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are issued and outstanding immediately prior to Dissenting Shares at -------- ------- the Effective Time of the Merger and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who shall, after the Effective Time of the DGCL (Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the “Dissenting Shares”) shall not be converted into or be exchangeable for Chapter 13 of the right to receive the Merger ConsiderationCGCL, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled deemed to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveconverted, as of the later Effective Time of the Effective Time and the time that such right to appraisal shall have been irrevocably lostMerger, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration Shares in accordance with the procedures specified in either Section 2.1(a)(i) or 2.1(a)(ii)2.3. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Chapter 13 of the DGCL and CGCL received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the DGCLCGCL. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Notwithstanding anything in the foregoing ----------------- provisions or any other provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are shares of UNC Stock held by stockholders properly exercising appraisal rights available any holder who shall have taken the necessary steps under Section 262 of the DGCL to dissent and demand payment and is otherwise entitled to such payment under the DGCL, if the DGCL provides for such payment in connection with the Merger (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for the right to receive Merger Consideration at or after the Merger Consideration, Effective Time unless and until the holder of such holders shall have failed to perfect Dissenting Shares withdraws his or shall have effectively withdrawn or lost their rights to her demand for such appraisal under with the consent of UNC, if required by the DGCL, or becomes ineligible for such appraisal. Holders If a holder of Dissenting Shares shall be entitled to payment withdraw his or her demand for such appraisal with the consent of the appraised value of the Dissenting Shares held UNC, if required by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any , or shall become ineligible for such holder shall have failed appraisal (through failure to perfect or shall have effectively withdrawn otherwise), then, as of the Effective Time or lost the occurrence of such right to appraisalevent, whichever last occurs, such holder’s 's Dissenting Shares shall thereupon automatically be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)as provided above. The Company UNC shall give Parent and Merger Sub Greenwich (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLDGCL received by UNC, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. The Company shall UNC will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Greenwich, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such a holder under Section 262 of the DGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySECTION 3.2 hereof, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive the Merger Consideration, unless and until such consideration specified in SECTION 3.2(a). The holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled only to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; PROVIDED, HOWEVER, that (i) if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right establish his entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal rights with respect to such shares or lost his right to appraisal and payment for his shares under Section 262 of the opportunity DGCL, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall be treated as if it had been converted, as of the Effective Time, into the right to receive the Cash Merger Consideration, without interest thereon, from the Surviving Corporation as provided in Section 3.2. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued and each outstanding immediately prior share of Company Common Stock the holder of which (x) has not voted in favor of or consented to the Effective Time and which are held by stockholders properly exercising Merger, (y) has perfected such holder's right to an appraisal rights available under Section 262 of such holder's shares in accordance with the applicable provisions of the DGCL MBCA and (the “z) has not effectively withdrawn or lost such right to appraisal (a "Dissenting Shares”) Share"), shall not be converted into or be exchangeable for the represent a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares holder thereof shall be entitled only to payment such rights as are granted by the applicable provisions of the appraised value MBCA, and, subject to the rights of the Surviving Entity set forth herein and the MBCA, the Surviving Entity shall promptly pay the amount, if any, to which such holders are entitled to pursuant to applicable provisions of the MBCA; provided, however, that any Dissenting Shares Share held by them a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder MBCA, shall have failed be deemed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveinto, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive an amount of cash for each Dissenting Share equal to the Merger Consideration specified in either Section 2.1(a)(iPrice Per Share pursuant to the terms and conditions of this Article II. (b) or 2.1(a)(ii). The Company shall give Parent Purchaser and the Merger Sub (ix) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and applicable provisions of the MBCA relating to the appraisal process received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiy) from and after the Effective Time, the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLMBCA. The Company shall not, except Except with the prior written consent of Parent which Purchaser, the Company will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal and will not settle or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued the shares of any holder of Tencor Common Stock who has demanded and outstanding immediately prior to perfected appraisal rights for such shares in accordance with California Law and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or lost such appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) "DISSENTING SHARES"), shall not be converted into or be exchangeable for the represent a right to receive KLA Common Stock pursuant to Section 1.6, but the Merger Considerationholder thereof shall only be entitled to such rights as are granted by California Law. (b) Notwithstanding the foregoing, unless and until if any holder of shares of Tencor Common Stock who demands appraisal of such holders shares under California Law shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost their rights to appraisal under otherwise) the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent only the right to receive KLA Common Stock and cash in lieu of fractional shares of KLA Common Stock in accordance with Section 1.6 hereof, without interest thereon, upon surrender of the Merger Consideration specified certificate representing such shares of Tencor Common Stock in either the manner provided in Section 2.1(a)(i1.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) or 2.1(a)(iiin the manner provided in Section 1.10). The Company , including, with respect to each whole share of KLA Common Stock to be received, the associated Right under the KLA Rights Plan). (c) Tencor shall give Parent and Merger Sub KLA (i) prompt written notice of any written demands for appraisal of any Sharesshares of Tencor Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL California Law and received by the Company relating Tencor which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLCalifornia Law. The Company Tencor shall not, except with the prior written consent of Parent which will not KLA or as may be unreasonably withheld or delayedrequired by applicable law, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, Tencor Common Stock or offer to settle or settle any such demands.to

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who is entitled to demand and properly exercising demands appraisal rights available under for such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall will not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or effectively withdraws or otherwise loses his, her, or its right to appraisal. From and after the Effective Time, a holder of Shares who has properly exercised appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL, and such Shares shall no longer exist. A holder of Dissenting Shares will be exchangeable for entitled only to receive payment of the appraised value of such Shares in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder effectively withdraws or loses his, her, or its right to appraisal in accordance with Section 262 of the DGCL, in which case such Dissenting Shares will be treated as if such Shares had been converted as of the Effective Time into the right to receive the Merger Consideration, unless and until such holders shall have failed without interest thereon pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i3.1. (b) or 2.1(a)(ii). The Company shall give provide Parent and Merger Sub (i) with prompt written notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company from holders of Shares relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal, and (ii) Parent will have the opportunity and right to participate in direct the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall not, except Except with the prior written consent of Parent which will Parent, the Company shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or settle or offer to settle or settle any such demandsdemands for appraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are of Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal rights available under Section 262 of for such shares in accordance with the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger ConsiderationConsideration but instead shall be entitled to receive the fair value of such Dissenting Shares as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist and such holder shall cease to have any rights with respect thereto except the rights set forth in Section 262 of the DGCL), unless and until such holders shall have failed holder fails to perfect perfect, withdraws or shall have effectively withdrawn or lost their rights otherwise loses such holder’s right to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of If, after the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any Effective Time, such holder shall have failed fails to perfect perfect, withdraws or shall have effectively withdrawn or lost otherwise loses such holder’s right to appraisal, each such holder’s Shares share of Company Common Stock shall thereupon be treated as if it had been converted into and become exchangeable only for the right to receive, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Per Share Merger Consideration specified as and when provided in either Section 2.1(a)(i) or 2.1(a)(ii2.1(a), without any interest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of (x) any demands for appraisal of any Sharespursuant to the DGCL received by the Company, attempted (y) withdrawals of such demands demands, and (z) any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLconnection with such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL prior to the Effective Time. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by applicable Law, voluntarily make any payment or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Winston Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Winston Dissenting Shares”) shall be converted into the right to receive payment from Surviving Corporation with respect thereto and shall not be converted into or be exchangeable for the right to receive the Merger Consideration, shares of Parent Common Stock or Parent Preferred Stock unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Winston Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s h▇▇▇▇▇’▇ ▇▇▇▇▇▇▇ Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later Effective Time, shares of Parent Common Stock or Parent Preferred Stock in accordance with the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)terms of this Article III. The Company Winston shall give (a) Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Winston Shares, attempted withdrawals of such demands and any other instruments instruments, served pursuant to the DGCL and received by the Company Winston relating to rights to be paid the “fair value” of Winston Dissenting Shares, as provided in Section 262 of the DGCL, DGCL and (iib) Parent the opportunity to participate in in, and after the Closing, direct, all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company Winston shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock Winston Shares. Winston or Surviving Corporation, as applicable under Section 262 of the CompanyDGCL, offer to settle or settle any shall comply with all notice requirements under such demandsSection.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (i) Abazias-DE Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders holders who have not voted in favor of or consented to the Merger and who are entitled to demand and have properly exercising appraisal demanded their rights available under to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “"Dissenting Shares”") shall not be cancelled and converted into or be exchangeable for the right to receive the Merger Consideration, unless and until the holders thereof shall be entitled to only such holders rights as are granted by Section 262 of the DGCL; provided, however, that if any such stockholder of shall have failed fail to perfect or shall have effectively withdrawn waive, withdraw or lost their lose such stockholder's rights to appraisal under Section 262 of the DGCL. Holders of , such stockholder's Dissenting Shares in respect of which the stockholder would otherwise be entitled to receive fair value under Section 262 of the DGCL shall thereupon be deemed to have been cancelled, at the Effective Time, and the holder thereof shall be entitled to payment receive the Merger Consideration (payable without any interest thereon) as compensation for such cancellation. (ii) Abazias-DE shall give Parent (A) prompt notice of any notice received by Abazias-DE of intent to demand the fair value of any Shares, withdrawals of such notices and any other instruments or notices served pursuant to Section 262 of the appraised value of DGCL and (B) the Dissenting Shares held by them opportunity to direct all negotiations and proceedings with respect to the extent permitted by and in accordance with exercise of appraisal rights under Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company Abazias-DE shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an order of a governmental body of competent jurisdiction, voluntarily make or agree to (x) make any material payment or other commitment with respect to any demands for appraisals such exercise of capital stock of the Companyappraisal rights, (y) offer to settle or settle any such demandsrights or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued any shares of Company Capital Stock held by a Stockholder who demands and outstanding immediately prior to perfects appraisal or dissenters’ rights for such shares in accordance with the DGCL or the CCC (if applicable) and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights available under Section 262 of the DGCL (the collectively, “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive any portion of the Merger ConsiderationConsideration pursuant to Section 1.6, unless and until such holders but the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall only be entitled to payment such rights as are granted by the DGCL or the CCC (if applicable). (b) If any Stockholder who holds Dissenting Shares as of the appraised value Effective Time effectively withdraws or loses (through passage of the Dissenting Shares held by them time, failure to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect demand or shall have effectively withdrawn perfect, or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receivedemand and perfect appraisal or dissenters’ rights under the DGCL or the CCC, then, as of the later of the Effective Time and the time occurrence of such event, such holder’s shares that such right to appraisal were Dissenting Shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive a portion of the Merger Consideration specified pursuant to and subject to Section 1.6 (subject to the escrow contribution provisions of Section 1.6(c) and the indemnification provisions set forth in either Section 2.1(a)(iArticle VI hereof) or 2.1(a)(ii). without interest thereon upon surrender of the certificate representing such shares. (c) The Company shall give Parent and Merger Sub Buyer (i) prompt written notice of any written demands for appraisal or demands for purchase of any Sharesshares of Company Capital Stock pursuant to the exercise of appraisal or dissenters’ rights, attempted withdrawals of such demands demands, and any other instruments or notices served pursuant to the DGCL and received by or the CCC on the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL or demands for purchase under the CCC. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedBuyer, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the CompanyCompany Capital Stock, or settle or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to (i) To the contraryextent that the availability of appraisal rights are mandated under New York Law, Company Shares that are issued have not been voted for adoption of the Merger and outstanding immediately prior with respect to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL have been properly demanded in accordance with New York Law (the “"Dissenting Shares”") shall not be converted into pursuant to this Article 2 or be exchangeable for transferred to the right to receive Escrow Agent at or after the Merger Consideration, Effective Time unless and until the holder of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to shares becomes ineligible for such appraisal under the DGCLrights. Holders If a holder of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to becomes ineligible for appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted pursuant to this Article 2 (subject to all of the Effective Time rights and obligations of the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(iiShareholders hereunder). The Company shall immediately give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands assertion and any other instruments served pursuant to Parent shall have the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals payment. Holders of capital stock Dissenting Shares shall have those rights, but only those rights, of holders of "dissenting shares" under Sections 623 and 910 et seq. of the CompanyNew York Law, offer and payment for Dissenting Shares shall only be made as required by New York Law. (ii) Each Shareholder hereby irrevocably disclaims and relinquishes, for himself, his personal representative, successors, heirs and assigns any and all rights to settle demand or settle any be paid for the fair value of such demandsCompany Shares as described above.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and Consideration in accordance with Section 262 2.6, but shall be entitled only to such rights as are granted by the DGCL to a holder of the DGCL. Dissenting Shares. (b) If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Dissenting Shares shall thereupon be converted into and become exchangeable only for the right lose their status as such (through failure to receiveperfect, withdrawal or otherwise), then, as of the later of the Effective Time and or the time that date of loss of such right status, such shares shall thereupon be deemed to appraisal shall have been irrevocably lost, withdrawn or expired, converted as of the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share Effective Time into the right to receive the Merger Consideration specified in either accordance with Section 2.1(a)(i2.6, without interest, and shall not thereafter be deemed to be Dissenting Shares, and, if applicable, promptly following any such Dissenting Shares losing their status as such, the Parent shall deposit, or cause to be deposited, with the Payment Agent amounts sufficient to satisfy the Parent’s obligation to pay the Merger Consideration with respect to such former Dissenting Shares. (c) or 2.1(a)(ii). The Company shall give Parent and Merger Sub the Parent: (i) prompt written notice of any demands written demand for appraisal received by the Company prior to the Effective Time pursuant to the DGCL, any withdrawal of any Shares, attempted withdrawals of such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL and received by the Company relating that relates to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, such demand; and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment or settlement offer prior to the Effective Time with respect to any demands for appraisals of capital stock of such demand, notice or instrument unless the CompanyParent shall have given its written consent to such payment or settlement offer, offer to settle which consent shall not be unreasonably withheld, conditioned or settle any such demandsdelayed.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders Company Stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Considerationany consideration pursuant to Section 1.5, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shares of Company Capital Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified consideration in respect thereof set forth in Section 2.1(a)(iii); provided1.5, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)without any interest thereon. The Company shall give Parent and Merger Sub (ia) prompt written notice of any written demands for appraisal of any Sharesshares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, DGCL and (iib) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent (which will shall not be unreasonably withheld withheld, conditioned or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the CompanyCompany Capital Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Shares that are each share of Endologix Common Stock issued and outstanding immediately prior to the Effective Time and which are that is held by stockholders properly exercising appraisal rights available under Section 262 any stockholder who has not voted in favor of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the Merger, has perfected such holder's right to receive the Merger Consideration, unless and until an appraisal of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and holder's shares in accordance with Section 262 the applicable provisions of the DGCL. If any such holder shall have failed to perfect or shall have , as applicable, and has not effectively withdrawn or lost such right to appraisalappraisal (a "Dissenting Share"), such holder’s Shares shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified pursuant to Section 2.1(b), but shall be entitled only to such rights as are granted by the applicable provisions of the DGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the Effective Time, the right to receive the Merger Consideration pursuant to Section 2.1(a)(i2.1(b). (b) or 2.1(a)(ii). The Company Endologix shall give Parent and Merger Sub Radiance (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provision of the DGCL, relating to the appraisal process received by Endologix and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL, with the participation of Endologix. The Company shall Endologix will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Radiance, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until such holders Company Stockholder shall have failed to perfect forfeited his, her or shall have effectively withdrawn or lost their rights its right to appraisal under the DGCLDelaware General Corporation Law or properly withdrawn, his, her or its demand for appraisal. Holders If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares shall be entitled to payment Shares, then (i) as of the appraised value occurrence of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalevent, such holder’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified issuable in either respect of such Company Shares pursuant to Section 2.1(a)(i1.5 and (ii) promptly following the occurrence of such event, the Buyer shall deliver to such Company Stockholder (x) a certificate representing 68.43937% of the Merger Shares to which such holder is entitled pursuant to Section 1.5 (which shares shall be considered Initial Shares for all purposes of this Agreement) and shall deliver to the Escrow Agent a certificate representing the remaining 31.56063% of the Merger Shares to which such holder is entitled pursuant to Section 1.5 (which shares shall be considered Escrow Shares for all purposes of this Agreement) and (y) a check or 2.1(a)(ii). wire transfer for 91.24036% of the Cash Consideration to which such holder is entitled pursuant to Section 1.5(a) and shall pay to the Escrow Agent the remaining 8.75964% of the Cash Consideration to which such holder is entitled pursuant to Section 1.5. (b) The Company shall give Parent and Merger Sub the Buyer (i) prompt written notice of any written demands for appraisal of any Company Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the DGCL and such demands received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware General Corporation Law. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedthe Buyer, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, Company Shares or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and (a) LOCATEPLUS Stock outstanding immediately prior to the Effective Time and which are held by stockholders a stockholder of LOCATEPLUS who has not voted in favor of the Merger or consented thereto in writing and who has, in a timely manner, properly exercising exercised and preserved appraisal rights with respect to such shares, to the extent legally available under in accordance with Section 262 of the DGCL (the “Dissenting Shares”"DISSENTING SHARES") shall not be converted into or be exchangeable for the represent a right to receive shares of Global Common Stock pursuant to Section 2.2(a) above, but the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled only to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with such rights, if any, as may be available under Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes legally entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company in accordance with such laws; PROVIDED, HOWEVER, that if any such holder of Dissenting Shares shall have failed be determined not to perfect be legally entitled to any rights of appraisal under Section 262 or shall to have effectively withdrawn such holder's demand for appraisal of such shares or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such 's right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals payment of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall have forfeited any right to appraisal of such shares and (ii) the opportunity each such share shall thereupon be deemed to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall nothave been converted, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the Effective Time, into and represent the right to receive the shares of Global Common Stock as provided in Section 2.2(a) above. (b) Any payments in respect of Dissenting Shares shall not exceed twenty percent (20%) of the Merger Consideration and will be made by the Surviving Company, offer to settle or settle provided, however, any such demandspayment required under this Section 2.5, shall reduce the Merger Consideration by an amount equal to such payment.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares all shares of Universal Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a shareholder who did not vote in favor of the DGCL Merger (or consent thereto in writing) and who exercises dissenters' rights when and in the “Dissenting Shares”) manner required under the General Corporation Law of the state of incorporation of Universal shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration (the "Dissenting Shares"), but instead such holder shall be entitled to only such rights as are granted with respect to the payment of the fair value of such shares under the applicable provisions of the General Corporation Law of the state of incorporation of Universal (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the General Corporation Law and this Section 1.4(d)), unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such right shares of Universal Common Stock under the applicable General Corporation Law. If any shareholder dissenting pursuant to appraisalthe General Corporation Law and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares 's shares of Universal Common Stock shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert for each such share into the right to receive the Merger Consideration specified of Universal Common Stock, in either accordance with Section 2.1(a)(i) or 2.1(a)(ii1.4(b), without any interest thereon. The Company Universal shall give Parent and Merger Sub MutualFirst (i) prompt written notice of any demands for appraisal written notices to exercise dissenters' rights in respect of any Sharesshares of Universal Common Stock, attempted withdrawals of such demands notices and any other instruments served pursuant to the DGCL General Corporation Law and received by the Company Universal relating to shareholders' dissenters' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal fair value under the DGCLapplicable General Corporation Law. The Company Universal shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMutualFirst, voluntarily make any payment with respect to, or settle, or offer or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companysettle, offer to settle or settle any such demandsdemand for payment. Any Merger Consideration made available to the Exchange Agent as (defined in Section 2.1) pursuant to Article II to pay for shares of Universal Common Stock for which dissenters' rights have been perfected shall be returned to MutualFirst upon demand.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued any shares of Company Capital Stock held by a holder who has exercised and outstanding immediately prior to perfected appraisal rights for such shares in accordance with the MBCL and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or lost such appraisal rights available under Section 262 of the DGCL (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for the ----------------- represent a right to receive the Merger ConsiderationConsideration pursuant to Section 1.6, unless and until but the holder thereof shall only be entitled to such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under as are granted by the DGCL. Holders MBCL. (b) Notwithstanding the provisions of subsection (a), if any holder of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn otherwise) his or lost such right to appraisalher appraisal rights, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder's shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified cash merger consideration as provided in either Section 2.1(a)(i1.6(a) or 2.1(a)(iiand (c). , without interest thereon, upon surrender of the certificate representing such shares, subject to the conditions set forth below and throughout this Agreement. (c) The Company shall give Parent and Merger Sub Splash (i) prompt written notice of any demands written demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provisions of the DGCL, MBCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedSplash, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any such demands. To the extent that Splash or the Company makes any payment or payments in respect of any Dissenting Shares, Splash shall be entitled to recover under the terms of Article VII hereof (x) the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of such Dissenting Shares plus (y) the aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by Splash or the Company in connection with calculating, settling or litigating the amount of, or making, any such payment. Notwithstanding the foregoing, Splash shall be responsible for any such payments with respect to any such Dissenting Shares up to the lesser of (1) 1% of the outstanding Company Capital Stock and (2) amounts paid to three dissenting stockholders (with the liability of Splash being determined, as applicable, pro rata based on the total amount of payments made in respect of all Dissenting Shares).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued any shares of Company Capital Stock held by a Stockholder who has demanded and outstanding immediately prior to perfected appraisal or dissenters’ rights for such shares in accordance with the DGCL or the CGCL, as applicable, and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights available under Section 262 of the DGCL (the collectively, “Dissenting Shares”) ), shall not be converted into or be exchangeable for represent the right to receive the Merger ConsiderationConsideration pursuant to Section 2.6, unless and until such holders but the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall only be entitled to payment such rights as are granted by the DGCL or the CGCL, as applicable. (b) Notwithstanding the provisions of Section 2.7(a), if any Stockholder who holds Dissenting Shares as of the appraised value Effective Time shall effectively withdraw or lose (through passage of the Dissenting Shares held by them time, failure to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect demand or shall have effectively withdrawn perfect, or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receivedemand and perfect appraisal or dissenters’ rights under the DGCL and the CGCL, then, as of the later of the Effective Time and the time occurrence of such event, such holder’s shares that such right to appraisal were Dissenting Shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified in either pursuant to and subject to Section 2.1(a)(i2.6 (including Section 2.6(e)), without interest thereon upon surrender of the certificate representing such shares. (c) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Sharesshares of Company Capital Stock, attempted demands for purchase by the Company of any shares of Company Capital Stock pursuant to the exercise of dissenters’ rights, withdrawals of such demands demands, and any other instruments or notices served pursuant to the DGCL and received by or the CGCL, as applicable, on the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL or demands for purchase under the CGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock Company Capital Stock, demands for purchase of the Company, Company Capital Stock or offer to settle or settle any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (other than payments for such shares) (together “Dissenting Share Payments”), Parent shall be indemnified under the terms of Article X for the amount of such Dissenting Share Payments.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are of Company Capital Stock held by stockholders of the Company who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercising exercised and preserved appraisal rights available under with respect to those shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the represent a right to receive shares of Parent Common Stock, pursuant to Section 2.3 above, but the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled only to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company in accordance with such laws; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares right to appraisal and payment of such shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be converted into deemed to have been cancelled, extinguished and become exchangeable only for the right to receiveexchanged, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified from Parent shares of Parent Common Stock, as provided in either Section 2.1(a)(i) or 2.1(a)(ii)2.3 above. The Company shall give provide Parent and Merger Sub with (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock, any Shares, attempted withdrawals withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL and received by the Company relating that relates to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLsuch demand, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent which will Parent, the Company shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands. Any payments in respect of Dissenting Shares will be deemed made by the Surviving Company, and no funds or other property will be provided by Merger Sub.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of Company Capital Stock that are issued have not been voted in favor of adoption of this Agreement and outstanding immediately prior with respect to the Effective Time which a demand for payment and which are held by stockholders appraisal have been properly exercising appraisal rights available under Section 262 made in accordance with Chapter 23B.13 of the DGCL WBCA (the “Dissenting Shares”) shall ), will not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified Cash otherwise payable with respect to such shares of Company Capital Stock after the Effective Time but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the WBCA. (b) If a holder of Dissenting Shares (a “Dissenting Shareholder”) withdraws such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, and will be exchangeable for, the Merger Cash into which such Dissenting Shares would have been converted pursuant to Section 1.8(a), subject to the escrow provisions described in either Section 2.1(a)(i1.8(b) or 2.1(a)(ii). and Article VII of this Agreement. (c) The Company shall will give Parent prompt, and Merger Sub in any event within three (i3) prompt written Business Days, notice of any demands for appraisal notices of intent to demand payment with respect to any Sharesshares of Company Capital Stock, attempted withdrawals of such demands notices and any other instruments served pursuant to the DGCL WBCA and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLdissenters’ rights, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. The Company shall notagrees that, except with the prior written consent of Parent which Parent, or as required under the WBCA, it will not be unreasonably withheld or delayed, voluntarily make any payment with respect to, or settle or offer or agree to make settle, any material such demand for appraisal. Each Dissenting Shareholder who, pursuant to Chapter 23B.13 of Washington, becomes entitled to payment with respect to any demands for appraisals of capital stock of the Companyvalue of the Dissenting Shares will receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions), offer subject to settle or settle any such demandsthe escrow provisions described in Section 1.8 and Article VII of this Agreement.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and shares of Microgyn capital stock which are held by stockholders properly any person or entity exercising the appraisal rights available under Section 262 delineated in Sections 85-98 of the DGCL MBCL or which remain eligible at the Effective Time to exercise such rights (the “Dissenting Shares”collectively, "DISSENTING SHARES") shall will not (except as provided below) be converted into or represent a right to receive any consideration described in Sections 1.3(a)-(d), but the holders thereof will be exchangeable entitled only to such rights as are granted by the MBCL. Each holder of Dissenting Shares who becomes entitled to payment therefor pursuant to the MBCL will receive payment from the Surviving Corporation in accordance with the MBCL; PROVIDED, HOWEVER, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to dissenter's rights as provided in the MBCL, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for purchase thereof or lost his right to purchase and payment therefor under the MBCL, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in the MBCL, such holder or holders (as the case may be) shall forfeit the right to demand repurchase with respect to such shares of Microgyn capital stock and such shares of Microgyn shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and consideration described in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(iiSections 1.3(a)-(d). The Company shall Microgyn will give Parent and Merger Sub (i) Conceptus prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands purchase and any other instruments served pursuant to Sections 85-98 of the DGCL MBCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided Microgyn and will cooperate with Conceptus in Section 262 of the DGCL, and (ii) the opportunity to participate in any negotiations and or proceedings with respect to demands for appraisal purchase under the DGCLMBCL. The Company shall Microgyn will not, except with without the prior written consent of Parent which will not be unreasonably withheld or delayedConceptus, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, purchase or offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares each share of Company Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.1(a)(ii)) and that has not been voted in favor of the adoption of this Agreement and with respect to which are held by stockholders appraisal has been properly exercising appraisal rights available under demanded in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall will not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such share withdraws such demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, but instead will be exchangeable canceled and will represent the right to payment of the fair value of such Dissenting Share in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Share will no longer be outstanding, will automatically be canceled and will cease to exist, and such holder will cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Share to the extent afforded by Section 262 of the DGCL). (b) If a holder of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal (through failure to perfect or otherwise), then, as of the later of (i) the Effective Time and (ii) the time of such withdrawal or ineligibility, each of such holder’s Dissenting Shares will cease to be a Dissenting Share and will be converted as of the Effective Time into and represent the right to receive the Merger Consideration, unless and until such holders shall have failed without interest thereon, subject to perfect or shall have effectively withdrawn or lost their rights to appraisal under compliance with the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified procedures set forth in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i2.4. (c) or 2.1(a)(ii). The Company shall will give Parent and Merger Sub (i) prompt written notice and provide copies of any demands for appraisal of any Shares, and attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the demands. The Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 shall keep Parent informed of the DGCL, and (ii) the opportunity to participate in status of such negotiations and proceedings with respect to such demands for and will consider in good faith input from Parent with respect thereto. Parent shall have the opportunity and right to participate in all such negotiations and proceedings with respect to such demands. Subject to the previous sentence, the Company shall enforce any contractual waivers that holders of Company Common Stock have granted regarding the waiver of appraisal under or dissenter rights that apply to the DGCLMerger. The Company shall will not, except with the prior written consent of Parent which will (not to be unreasonably withheld withheld, conditioned or delayed), voluntarily make or agree to (i) make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands., unless and to the extent required to do so under applicable Law, (ii) waive any failure by any holder of Company Common Stock to timely deliver a written demand for appraisal or the taking of any other action by any such holder as may be necessary to perfect appraisal rights under the DGCL, or (iii) agree to do any of the foregoing. 2.4

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders any holder who is entitled to demand and properly exercising demands appraisal rights available under of such Shares pursuant to Section 262 of the DGCL and does not vote such Shares in favor of the Merger or consent thereto in writing (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights lost, such holder’s right to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and treated in accordance with Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost loses any such right to appraisal, each such holder’s Shares Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have has been irrevocably lost, withdrawn or expired, the Merger Consideration specified in accordance with Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii2.1(a). The Company shall give serve prompt notice to Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid of appraisal (including providing Parent with copies of all notices and demands) and Parent shall have the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to, or compromise or settle, any such demands or waive any failure to any demands timely deliver a written demand for appraisals of capital stock appraisal or otherwise comply with the provisions under Section 262 of the Company, offer to settle or settle any such demandsDGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares if Section 302A.471 of the MBCA shall be applicable to the Merger, shares of AIQ Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 shareholders who have not voted such shares in favor of the DGCL (Merger, who shall have delivered, prior to any vote on the “Dissenting Shares”) Merger, a written demand for the fair value of such shares in the manner provided in Section 302A.473 of the MBCA and who, as of the Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisaldissenters' rights ("AIQ Dissenting Shares") shall not be converted into or represent a right to receive shares of New MI Common Stock pursuant to SECTION 2.2(a) above, but the holders thereof shall be entitled only to such rights as are granted by Section 302A.473 of the MBCA. Each holder of AIQ Dissenting Shares who becomes entitled to payment for such shares pursuant to Sections 302A.471 and 302A.473 of the MBCA shall receive payment therefor from the Surviving Company in accordance with the MBCA; provided, however, that if any such holder of AIQ Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such shares or lost such holder's right to appraisal and payment of such shares under Section 302A.473 of the MBCA, such holder’s Shares holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be converted into deemed to have been canceled, extinguished and become exchangeable only for the right to receiveconverted, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive payment from New MI of shares of New MI Common Stock as provided in SECTION 2.2(a) above. (b) Notwithstanding anything in this Agreement to the Merger Consideration specified contrary, if Section 7-11▇-▇▇▇ ▇▇ the CBCA shall be applicable to the sale by MI of all or substantially all of its assets (as contemplated by SECTION 7.3(a)) (the "MI Asset Sale"), which is a condition to AIQ's obligation to close, shares of MI Common Stock that are issued and outstanding immediately prior to the effective date of the MI Asset Sale and which are held by shareholders who have not voted such shares in either Section 2.1(a)(ifavor of such sale, who shall have delivered, prior to any vote on the MI Asset Sale, a written demand for the fair value of such shares in the manner provided in Sections 7-11▇-▇▇▇ ▇▇▇ 7-11▇-▇▇▇ ▇▇ the CBCA and who, as of the effective date of the MI Asset Sale, shall not have effectively withdrawn or lost such right to dissenters' rights ("MI Dissenting Shares") shall not be converted into or 2.1(a)(ii)represent a right to receive shares of New MI Common Stock as a result of the Reincorporation Merger, but the holders thereof shall be entitled only to such rights as are granted by Article 113 of the CBCA. The Each holder of MI Dissenting Shares who becomes entitled to payment for such shares pursuant to Article 113 of the CBCA shall receive payment therefor from the Surviving Company in accordance with the CBCA; provided, however, that if any such holder of MI Dissenting Shares shall give Parent and Merger Sub (i) prompt written notice of any demands have effectively withdrawn such holder's demand for appraisal of any Shares, attempted withdrawals such shares or lost such holder's right to appraisal and payment of such demands shares under Article 113 of the CBCA, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and any other instruments served pursuant each such share shall thereupon be deemed to the DGCL have been canceled, extinguished and received by the Company relating to rights to be paid the “fair value” of Dissenting Sharesconverted, as provided in Section 262 of the DGCLEffective Date, into and (ii) represent the opportunity right to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent receive payment from New MI of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals shares of capital stock New MI Common Stock as a result of the Company, offer to settle or settle any such demandsReincorporation Merger.

Dissenting Shares. (i) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 who (A) have not voted such shares in favor of the DGCL Merger, (the “Dissenting Shares”B) shall not be converted into or be exchangeable have delivered a written demand for the right purchase of such shares and payment to receive the Merger Consideration, unless such stockholders in cash of their fair value of such shares and until such holders shall have failed to perfect or shall have effectively withdrawn or lost otherwise perfected their rights to appraisal under as dissenters in the DGCLmanner provided in Section 85 et seq. Holders of Dissenting Shares shall be entitled to payment of the appraised value MBCL and (C) as of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder Effective Time, shall have failed to perfect or shall not have effectively withdrawn or lost such right to appraisaldissenters' rights ("DISSENTING SHARES"), shall not be converted into or represent a right to receive the shares of Parent Common Stock pursuant to Section 2.1(a) or (b) hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 85 et seq. of the MBCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 85 et seq. of the MBCL shall receive payment therefor from the Surviving Corporation in accordance with the MBCL; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder's demand for appraisal of such shares or lost such holder's right to appraisal and payment of such shares under Section 85 et seq. of the MBCL, such holder’s Shares holder or holders (as the case may be) shall forfeit the right of appraisal of such shares and each such share shall thereupon be converted into deemed to have been canceled, extinguished and become exchangeable only for the right to receiveconverted, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive payment from the Merger Consideration specified Surviving Corporation of the applicable shares of Parent Common Stock, as provided in either Section 2.1(a)(i2.1(a) or 2.1(a)(ii). and (b) hereof. (ii) The Company shall give Parent and Merger Sub (iA) prompt written notice of any demands written demand for appraisal fair value, any withdrawal of any Shares, attempted withdrawals of such demands a demand for fair value and any other instruments instrument served pursuant to Section 85 et seq. of the DGCL and MBCL received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (iiB) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal fair value under Section 85 of the DGCLMBCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands demand for appraisals of capital stock of the Company, fair value or offer to settle or settle any such demandsdemand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contraryEach share of Company Stock that, Shares that are issued and outstanding immediately prior to before the Effective Time and which are Time, was held by stockholders properly exercising any person who has duly exercised the appraisal rights available afforded to dissenting stockholders pursuant to Section 262 of the DGCL (such shares, collectively, "Dissenting Shares") will, at the Effective Time, be cancelled but shall not entitle the holder thereof to receive the consideration referred to in Section 3.6(a) hereof. Instead, the holders of Dissenting Shares will be entitled to receive payment of the appraised value of such Dissenting Shares subject to, and in accordance with, the provisions of such Section 262, except that all Dissenting Shares held by Stockholders who withdraw, fail to perfect, or otherwise lose their appraisal rights with respect to Dissenting Shares will thereupon be deemed to entitle the holder thereof to receive the consideration referred to in Section 3.6(a) hereof. The Company shall give ABI (i) prompt notice of any written demands under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right with respect to receive the Merger Considerationany shares of Company Stock, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders any withdrawal of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands demand and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company shall cooperate with ABI concerning, and shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedABI, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle settle, any such demands. In the event that any Stockholder exercises his, her or its appraisal rights pursuant to Section 262 of the DGCL, then ABI shall be entitled to seek indemnification from the Stockholders pursuant to, and in accordance with, the provisions of Section 13 hereof in connection with any Damages suffered or incurred by ABI in connection with such exercise of appraisal rights.

Dissenting Shares. Notwithstanding anything If required by the applicable provisions of the DGCL, each outstanding share of Ad-Vantage Capital Stock the holder of which has not voted in this Agreement favor of the Merger (to the contraryextent that such holder has the right to vote with respect thereto under the DGCL), Shares that are issued and outstanding immediately prior has perfected such holder’s right to an appraisal of such holder’s shares in accordance with the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 applicable provisions of the DGCL (the “Dissenting Shares”) shall and has not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalappraisal (a “Dissenting Share”), such holder’s Shares shall thereupon not be converted into and become exchangeable or represent a right to receive shares of Parent Class M Preferred Stock pursuant to Section 2.1(c) (or shares of Parent Common Stock upon consummation of the Related Transactions), but the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to receivethe DGCL, shall be deemed to be converted into, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive shares of Parent Class M Preferred Stock pursuant to Section 2.1(c) (and the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(iiright to receive shares of Parent Common Stock upon consummation of the Related Transactions as set forth below). The Company In such event, Ad-Vantage shall give Parent and Merger Sub (ix) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the applicable provisions of the DGCL and relating to the appraisal process received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, Ad-Vantage and (iiy) the opportunity authority to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall Ad-Vantage will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Shares that are issued and outstanding immediately prior to the Effective Time and which are of capital stock of NovaRay held by stockholders of NovaRay who have not consented to and approved this agreement in writing and who have properly exercising exercised and preserved appraisal rights available under with respect to those shares in accordance with all of the provisions of Section 262 of the DGCL or any successor provision (the “Dissenting Shares”) shall not be converted into or represent a right to receive shares of Parent Common Stock pursuant to Section 1.7(a) above, but the holders thereof shall be exchangeable entitled only to such rights as are granted by Section 262 of the DGCL or any successor provision. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL or any successor provision shall receive payment therefor from the Surviving Corporation in accordance with such laws; provided, however, that if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment of such shares under Section 262 of the DGCL or any successor provision, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been cancelled, extinguished and converted, as of the Effective Time, into and represent the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders payment from Parent of Dissenting Shares shall be entitled to payment shares of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, Common Stock as provided in Section 262 1.7(a) above. NovaRay shall give prompt notice to Parent of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to any demands received by NovaRay for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals shares of capital stock of NovaRay. (b) Any payments in respect of Dissenting Shares will be deemed made by the Company, offer to settle or settle any such demandsSurviving Corporation.

Dissenting Shares. (i) Notwithstanding anything contained in this Agreement to the contrary, no Shares that are issued and outstanding immediately prior to the Effective Time and Time, the holder of which are held by stockholders properly exercising appraisal rights available under Section 262 (A) has not voted in favor of the DGCL Merger or consented thereto in writing, (the “Dissenting Shares”B) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their has demanded its rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have , and (C) has not effectively withdrawn or lost such right its rights to appraisalappraisal (the “Dissenting Shares”), such holder’s Shares shall thereupon be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(a). By virtue of the Merger, all Dissenting Shares shall be cancelled and become exchangeable only for shall cease to exist and shall represent the right to receivereceive only those rights provided under the DGCL. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder, member or equity owner of the Surviving Corporation. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand. (ii) Notwithstanding the provisions of this Section 2.1(f), if any holder of Shares who demands dissenters’ rights shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent or its rights of appraisal, then, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder’s Shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent no longer be Dissenting Shares and shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified in either Section 2.1(a)(iConsideration, without any interest thereon and less any required withholding Taxes. (iii) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (iA) prompt written notice of any written demands for appraisal dissenters’ rights of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating which relate to any such demand for dissenters’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiB) the opportunity reasonably to participate in direct all negotiations and proceedings (subject to the Company’s right to object to any actions or positions taken by Parent that it deems, in its sole discretion, unreasonable) with respect to demands for appraisal dissenters’ rights under the DGCL. The Company shall not, except with the prior written consent of Parent (which will shall not be unreasonably withheld or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, dissenters’ rights or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are (i) Any shares of Common Stock held by stockholders properly exercising a holder who has demanded and perfected appraisal rights available under for such shares in accordance with Section 262 of the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the represent a right to receive Merger Consideration pursuant to Section 1.2(b), but the Merger Considerationholder thereof shall only be entitled to such rights as are granted by the DGCL. (ii) Notwithstanding the provisions of subsection (i) above, unless and until if any holder of shares of Common Stock who demands appraisal of such holders shares under the DGCL shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, otherwise) such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive's appraisal rights, then, as of the later of (A) the Effective Time or (B) the occurrence of such event, such holder's shares of Common Stock shall automatically be converted into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent only the right to receive the Merger Consideration specified as provided in either Section 2.1(a)(i1.2(b), without interest thereon, upon surrender of the Certificate representing such shares. (iii) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (iA) prompt written notice of its receipt of any written demands for appraisal of any Sharesshares of Common Stock, attempted withdrawals of such demands demands, and any other instruments relating to the Merger served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal of any shares of Common Stock under the DGCL. The Company shall not, except with the prior written consent of Parent or as may be required under applicable law (in which will not case Parent shall be unreasonably withheld or delayedconsulted), voluntarily make or agree to make any material payment with respect to any demands for appraisals the appraisal of capital stock of the Company, Common Stock or offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued the shares of any holder of Holdco Common Stock who has demanded and outstanding immediately prior to perfected appraisal rights for such shares in accordance with Illinois Law and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or lost such appraisal rights available under Section 262 of the DGCL (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the represent a right to receive HCCH Common Stock pursuant to Section 1.2, but the Merger Considerationholder thereof shall only be entitled to such rights as are granted by Illinois Law. (b) Notwithstanding the provisions of subsection (a), unless and until if any holder of shares of Holdco Common Stock who demands appraisal of such holders shares under Illinois Law shall have failed effectively withdraw such appraisal demand or fail to perfect or shall have effectively withdrawn or lost their rights to appraisal under otherwise lose the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivethen, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such shareholder's shares of Holdco Common Stock shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive HCCH Common Stock, without interest thereon, upon surrender of the Merger Consideration specified in either Section 2.1(a)(icertificate representing such shares. (c) or 2.1(a)(ii). The Company Holdco shall give Parent and Merger Sub HCCH (i) prompt written notice of any written demands for appraisal of any Sharesshares of Holdco Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Illinois Law and received by the Company relating Holdco which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under Illinois Law. (d) If holders of Holdco Common Stock entitled to receive an excess of 100,000 shares of HCCH Common Stock demand appraisal rights as provided for herein and refuse to withdraw such demand prior to the DGCL. The Company Effective Date, HCCH, in its sole and absolute discretion, shall not, except with have the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree right to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsterminate this Agreement.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of common stock of HGI that are issued and outstanding immediately prior to the Effective Time of the Subsidiary Merger and which that are held by stockholders of HGI who shall have neither voted in favor of the Subsidiary Merger nor consented thereto in writing and who shall have demanded properly exercising in writing appraisal rights available under for such common stock of HGI in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into into, or represent the right to receive, the Merger Consideration. Such stockholders of HGI shall be entitled to receive payment of the appraised value of such shares of common stock of HGI held by them in accordance with the provisions of such Section 262 of the DGCL, except that all Dissenting Shares held by stockholders of HGI who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of common stock of HGI under such Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for for, as of the Effective Time of the Subsidiary Merger, the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under without any interest thereon, upon surrender, in the DGCL. Holders of Dissenting Shares shall be entitled to payment manner provided in Section 3.3, of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect Certificate or shall have effectively withdrawn Certificates (or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveBook-Entry Shares, as applicable) that formerly evidenced such shares of the later common stock of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(iHGI. (b) or 2.1(a)(ii). The Company HGI shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Sharesreceived by HGI, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, HGI and (ii) the opportunity to participate in direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCL. The Company HGI shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMerger Sub, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. (A) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are any shares of TRXADE Stock held by stockholders properly exercising any Person (a “Dissenting Stockholder”) who has demanded and perfected his right for appraisal rights available under Section 262 of the DGCL such shares (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 92A.440 of the DGCL. If any such holder shall have failed to perfect or shall have Nevada Revised Statutes and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisalappraisal shall not be converted as described in Section 3(c)(1) and (2) but shall become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to Chapter 92A.460 of the Nevada Revised Statutes and shall not be entitled to receive his applicable portion of the Merger consideration; provided, however, that if, in accordance with such holder’s Chapter 92A.440 of the Nevada Revised Statutes, any Dissenting Stockholder shall fail to perfect, withdraw or otherwise lose his right to appraisal under Section 92A.440 of the Nevada Revised Statutes, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receivefor, as of the later Effective Time, the right, to receive, in accordance with this Section 3(c)(1) and (2) and, except as set forth in Section 4, without interest or dividends thereon), for each share (or fraction thereof) of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTRXADE Stock, the Merger Consideration specified in Section 2.1(a)(iii(or a corresponding fraction thereof); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i. (B) or 2.1(a)(ii). The Company TRXADE shall give Parent and Merger Sub XCEL (i) prompt written notice of any written demands for appraisal of any Sharesshares of the TRXADE Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the DGCL and Nevada Revised Statutes that relate to such demands received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, TRXADE and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock Section 92A.440 of the CompanyNevada Revised Statutes. (C) Pursuant to Section 92A.430 of the Nevada Revised Statutes, offer TRXADE shall notify Shareholders of their right to settle or settle appraisal. At any such demandstime prior to the Closing, TRXADE and XCEL reserve the right to abandon the Merger Plan if Shareholders that exercise the rights to appraisal pursuant to 92A.440 of the Nevada Revised Statutes render the Merger Plan financially unfeasible.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (i) Any Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising a holder who has demanded and perfected appraisal rights available under for such Shares in accordance with Section 262 of the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (the “"Dissenting Shares”") shall not be converted into or be exchangeable for represent the right to receive Merger Consideration pursuant to Section 2.7(c), but the Merger Considerationholder thereof shall only be entitled to such rights as are granted by the DGCL. (ii) Notwithstanding the provisions of subsection (i) above, unless and until if any holder of Shares who demands appraisal of such holders shares under the DGCL shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, otherwise) such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive's appraisal rights, then as of the later of (A) the Effective Time or (B) the occurrence of such event, such holder's Shares shall automatically be converted into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified as provided in either Section 2.1(a)(i2.7(c), without interest thereon, upon surrender of the certificates representing such Shares. (iii) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (iA) prompt written notice of its receipt of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments relating to the Merger served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal of any Shares under the DGCL. The Company shall not, except with the prior written consent of Parent or as may be required under applicable Legal Requirements (in which will not case Parent shall be unreasonably withheld or delayedconsulted), voluntarily make or agree to make any material payment with respect to any demands for appraisals the appraisal of capital stock of the Company, Shares or offer to settle or settle any such demands or approve any withdrawal of such demands. (iv) From and after the Effective Time, no holder of Shares who has demanded appraisal rights as provided in Section 262(d) of the DGCL shall be entitled to vote such stockholder's Shares for any purpose or to receive payment of dividends or other distribution with respect to such Shares (except dividends and other distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding anything If, in this Agreement to connection with the contraryMerger, Shares that are issued holders of Company Capital Stock shall have demanded and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising perfected their appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any , none of such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Dissenting Shares shall thereupon be converted into a right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(c), Section 2.1(e) and become exchangeable only for Section 2.1(g), but shall instead be converted into the right to receivereceive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, as pursuant to the provisions of the later DGCL, becomes entitled to payment of the Effective Time and fair value of such shares shall receive payment therefor in accordance with the time that such right to appraisal DGCL (but only after the value therefor shall have been irrevocably lost, withdrawn agreed upon or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, finally determined pursuant to the fullest extent permitted by LawDGCL). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Capital Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, that Parent then any such shares shall immediately be entitled at its sole option to convert each such share converted into the right to receive the consideration payable pursuant to Section 2.1(c), Section 2.1(e) and Section 2.1(g) in respect of such shares as if such shares had never been Dissenting Shares, and Parent shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.8, following the satisfaction of the applicable Payment Conditions, the Merger Consideration specified in either to which such Company Stockholder would have been entitled under Section 2.1(a)(i2.1(c), Section 2.1(e) or 2.1(a)(ii)and Section 2.1(g) with respect to such shares. The Company shall give Parent and Merger Sub (ia) prompt written notice (and in no event more than two Business Days) of (i) any demands demand received by the Company for appraisal of any Shares, attempted Company Capital Stock or notice of exercise of a Company Stockholder’s appraisal rights in accordance with the DGCL and (ii) the withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall notagrees that, except with the Parent’s prior written consent of Parent which will (not to be unreasonably withheld or delayedwithheld), it shall not voluntarily make any payment or agree offer to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals appraisal or exercise of capital stock appraisal rights (it being understood that if Parent requires the Company and the Representative to agree in writing, on behalf of the CompanyIndemnifying Parties, offer to settle or settle that any such demandspayment will be indemnifiable pursuant to Section 9.2(e) (to the extent such payment, together with the amount such Company Stockholder is entitled to receive pursuant to Article 2 upon the exchange of the shares of Company Capital Stock held by such Company Stockholder, exceeds the value of the amount that otherwise would have been payable pursuant to Article 2 upon the exchange of shares of Company Capital Stock held by such Company Stockholder), such requirement shall not be deemed to be unreasonable).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders holders who have not voted in favor of or consented to the Merger and who have properly exercising appraisal demanded and perfected their rights available under to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held only such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder stockholder of the Company shall have failed fail to perfect or shall have effectively withdrawn waive, withdraw or lost lose such right to appraisalstockholder's rights under Section 262 of the DGCL, such holder’s 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 converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified as provided in either Section 2.1(a)(i2.1(a), less any applicable Taxes required to withheld and without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares, or transfer of the Uncertificated Share or Shares, pursuant to Section 2.2. (b) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal notice (whether written or oral) received by the Company of the intent of any holder of Shares to demand the fair value of any Shares, attempted any written demand for appraisal, any withdrawals of such demands thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedas otherwise required by an Order, voluntarily make or agree to make any material payment with respect to any demands for appraisals such exercise of capital stock of the Company, appraisal rights or offer to settle or settle any such demandsdemands or extend or waive the deadline or other time period applicable to any dissenters' rights; provided, however, that the Company shall give Parent advance written notice of the requirement to make any payment pursuant to an Order prior to making such payment.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are any shares of Company Preferred Stock or Company Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising a Company stockholder (each, a "Stockholder;" collectively, the "Stockholders") who has exercised and perfected appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisalappraisal rights ("Dissenting Shares"), such holder’s Shares shall thereupon not be converted into and become exchangeable only for the or represent a right to receivereceive Parent Common Stock pursuant to Section 1.06, but the holder thereof shall only be entitled to such rights as are granted by the DGCL. (b) Notwithstanding the provisions of subsection (a), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) his or her appraisal rights, then, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder's shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified in either shares of Parent Common Stock to which such Stockholder would otherwise be entitled under Section 2.1(a)(i1.06 (less the number of shares allocable to such Stockholder that have been deposited into the Escrow Fund on such holder's behalf pursuant to Article 8), upon surrender of the certificate representing such shares. (c) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands written demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provisions of the DGCL, DGCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, or offer to settle or settle any such demands. To the extent that Parent or the Company makes any payment or payments in respect of any Dissenting Shares, Parent shall be entitled to recover under the terms of Article 8 hereof the aggregate amount by which such payment or payments exceed the aggregate consideration that otherwise would have been payable in respect of such shares pursuant to Section 1.06.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued any shares of Company Capital Stock held by a Stockholder who has demanded and outstanding immediately prior to perfected appraisal or dissenters’ rights for such shares in accordance with the DGCL or the CGCL, as applicable, and who, as of the Effective Time and which are held by stockholders properly exercising Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights available under Section 262 of the DGCL (the collectively, “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the Merger ConsiderationConsideration pursuant to Section 2.6, unless and until such holders but the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall only be entitled to payment such rights as are granted by the DGCL or the CGCL, as applicable. (b) Notwithstanding the provisions of Section 2.7(a), if any Stockholder who holds Dissenting Shares as of the appraised value Effective Time shall effectively withdraw or lose (through passage of the Dissenting Shares held by them time, failure to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect demand or shall have effectively withdrawn perfect, or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receivedemand and perfect appraisal or dissenters’ rights under the DGCL or the CGCL, then, as of the later of the Effective Time and the time occurrence of such event, such holder’s shares that such right to appraisal were Dissenting Shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the Merger Consideration specified pursuant to and subject to Section 2.6 (subject to the escrow contribution provisions of Section 2.6(d) and the indemnification provisions set forth in either Section 2.1(a)(iArticle X hereof) or 2.1(a)(ii). without interest thereon upon surrender of the certificate representing such shares. (c) The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Sharesshares of Company Capital Stock, attempted withdrawals of such demands demands, and any other instruments or notices served pursuant to the DGCL and received by or the CGCL, as applicable, on the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL or demands for purchase under the CGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals appraisal of capital stock of the Company, Company Capital Stock or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary, Shares that are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising holders of such shares who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights available under with respect thereto in accordance with Section 262 of the DGCL (the “"Dissenting Shares”") shall will not be converted into or be exchangeable for the right to receive MusicCo Series A Common Stock, Rights or any dividend or distribution with respect thereto made after the Merger ConsiderationEffective Time or any cash payable in lieu of fractional shares pursuant to Section 3.5, unless and until such but holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall will be entitled to receive payment of the appraised fair value of the their Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 the provisions of the DGCLDGCL and this Section 3.8. If any Any shares of Company Common Stock held by a stockholder who, prior to the Effective Time, withdraws a demand for appraisal of such holder shall have failed to perfect shares or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for loses the right to receive, appraisal as of provided in the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall DGCL will not be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)considered Dissenting Shares. The Company shall will give Parent MusicCo and Merger Sub (i) TCI prompt written notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands demand and any other instruments served notices or other documents received by the Company pursuant to the DGCL and received relating to stockholders' rights of appraisal. The Company will make all payments required by the Company relating to rights DGCL to be paid the “fair value” made in respect of Dissenting Shares, as provided in including any costs assessed against the Company pursuant to Section 262 of the DGCL, and (ii) none of TCI, MusicCo or any of their Affiliates will directly or indirectly reimburse or otherwise provide funds to the opportunity to participate in negotiations and proceedings Company with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandspayments.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Any Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger Consideration and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive such holder's pro rata portion of the Merger Shares in accordance with the procedures specified in either Section 2.1(a)(i) or 2.1(a)(ii)2.3. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to Chapter 13 of the DGCL and CGCL received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the DGCLCGCL. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.