Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement any provision of Section 3.01 hereof to the contrary, Shares outstanding immediately prior to the Effective Time and shares of Company Capital Stock which are held by a holder holders of such shares who has have not voted in favor of the Merger or consented thereto in writing Merger, who are entitled to dissent and who has duly demanded appraisal under and otherwise complied have delivered a written notice of intent to demand payment for such shares in all respects with the manner provided in Section 262 481 et seq. of the DGCL General Corporation Law (the “Dissenting Shares”) will "DISSENTING SHARES"), shall not be converted into a or exchanged for or represent the right to receive the Merger Considerationany shares of Parent Common Stock, unless such holder fails to perfect or effectively withdraws or otherwise loses his, her or its right such rights to appraisalpayment. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, such holder fails to perfect or effectively withdraws or loses his, her or its such right to appraisalpayment, in which case then such Dissenting Shares will shall thereupon be treated as if they had deemed to have been converted into and exchanged pursuant to Section 3.01 hereof, as of the Effective Time, for the right to receive shares of Parent Common Stock issued in the Merger Consideration at to which the Effective Timeholder of such shares of Company Capital Stock is entitled, without any interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice of any written notices and demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights for payment for shares of appraisalCompany Capital Stock, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch notices and demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with demands. Prior to the provisions of Section 262 of the DGCL concerning the rights of the stockholders of Effective Time, the Company shall establish an escrow account with a financial institution and the Company shall fund such escrow account with cash or cash equivalents in an amount sufficient to exercise appraisal rights with respect make all payments to holders of Dissenting Shares. Such escrow account shall survive the Merger Merger. All payments to holders of Dissenting Shares shall be made out of such escrow account, and a copy of the provisions of Section 262 of the DGCLno such payments shall be made or otherwise funded by Parent.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder the stockholders of the Company who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who has duly demanded shall have properly and validly perfected their statutory rights of appraisal under and otherwise complied in all respects respect of such Company Shares in accordance with Section 262 of the DGCL (the collectively, “Dissenting Company Shares”) will shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Such Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares held by him, her or it in accordance with the provisions of Section 262 of the DGCL, unlessexcept that all Dissenting Company Shares held by the stockholders of the Company who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of the certificate or certificates (or affidavits of loss that formerly evidenced such Company Shares in lieu thereof as the manner provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares3.9. (b) The Company shall give Parent (iA) prompt written notice of any written demands for appraisal (including copies received by the Company, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating to rights in respect of appraisal, Dissenting Company Shares and (iiB) the opportunity to direct all negotiations and proceedings with respect to demands for appraisalappraisal under Delaware Law in respect of Dissenting Company Shares. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal appraisal, or settle or offer to settle any such demands for appraisalpayment, in respect of Dissenting Company Shares. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Converted Shares) and that are held by a holder holders of such Shares who has have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has duly demanded have properly exercised appraisal under rights with respect thereto in accordance with, and otherwise who have complied in all respects with with, Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a the right to receive the Merger Consideration, unless and holders of such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised fair value of such Dissenting Shares held by him, her or it in accordance with the provisions of such Section 262 of unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL, unless. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses hissuch right, her or its right to appraisal, in which case such Dissenting Shares will thereupon be treated as if they had been converted into and had become exchangeable for, at the Effective Time, the right to receive the Merger Consideration at Consideration, without any interest thereon. At the Effective Time, without interest thereonany holder of Dissenting Shares shall cease to have any rights with respect thereto, upon surrender except the rights provided in Section 262 of certificates (or affidavits of loss in lieu thereof the DGCL and as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4the previous sentence. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall will give Parent (i) reasonably prompt written notice of any written demands received by the Company for appraisal (including copies appraisals of Shares, withdrawals of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights Section 262 of appraisal, the DGCL and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch notices and demands. Except Parent shall have the right to direct and control all negotiations and proceedings with respect to any such demands, withdrawals or attempted withdrawals of such demands; provided that, after the date hereof until the Effective Time, Parent shall consult with the Company with respect to such negotiations and proceedings. The Company shall not, except with the prior written consent of Parent, and prior to the Effective Time, Parent (not to be unreasonably withheldshall not, delayed or conditioned)except with the prior written consent of the Company, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or compromise, or settle or compromise or otherwise negotiate, any such demands demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal. (c) The Proxy Statement shall include a notice complying appraisal or otherwise to comply with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, if required under the DGCL, but only to the extent required thereby, Shares (“Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders (“Dissenting Stockholders”) who has (a) have not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied to the Merger, (b) in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those manner provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessshall have delivered a written demand for appraisal for such Shares, after if the Effective TimeMerger is effectuated, such holder fails in the time and manner provided in the DGCL, and (c) shall not have failed to perfect or withdraws shall not have effectively withdrawn or loses hislost their rights to appraisal under the DGCL, her or its right to appraisal, in which case such Shares will shall not be treated as if they had been converted into the right to receive the Merger Consideration Price, but shall, in lieu thereof, be entitled to receive the consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that any such holder who shall have failed to perfect or shall have effectively withdrawn or lost his, her, or its right to appraisal and payment under the DGCL, if any, shall thereupon be deemed to have had such person’s Shares converted, at the Effective Time, into the right to receive the Merger Price in accordance with the provisions of Section 2.07, without any interest or dividends thereon, upon surrender of certificates Share Certificates representing the Shares. Notwithstanding anything to the contrary contained in this Section 2.12, if (i) the Merger is rescinded or affidavits abandoned or (ii) the stockholders of loss in lieu thereof the Company revoke the authority to effect the Merger, then the right of any Dissenting Stockholder to be paid the fair value of such Dissenting Stockholder’s Shares pursuant to Section 262 of the DGCL shall cease as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment 262 of the fair market value of such Dissenting Shares. (b) DGCL. The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any withdrawals, or other instruments notices received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings for or with respect to demands for appraisalappraisals of Shares. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldthe Parent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or offer to settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights and all negotiations and proceedings with respect to the Merger and a copy of the provisions of Section 262 of the DGCLthereto shall be directed by Parent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will shall 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. A holder of Dissenting Shares will shall be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shall be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates (the Certificates or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or bookBook-entry sharesEntry Shares, pursuant to Section 2.42.2. Parent shall promptly deposit The parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Paying Agent any additional funds necessary Dissenting Shares, and to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment fullest extent permitted by applicable Law, the fair value of the fair market value Dissenting Shares shall be determined in accordance with Section 262 of such Dissenting the DGCL without regard to the Top-Up Option, the Top-Up Shares or any promissory note delivered by Sub or Parent to the Company in payment for the Top-Up Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, ; and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(b)) and held by a holder who has not voted in favor perfected such holder’s right to dissent under Section 13.01 et seq. of the Merger VBCA and has not effectively withdrawn or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 lost such right as of the DGCL Effective Time (the such Shares, “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f2.1(a), and shall instead represent the right to receive payment of the consideration due to the holder of Dissenting Shares in accordance with Sections 13.02 and 13.25 of the VBCA. If any such holder fails to perfect or otherwise waives, withdraws or loses such holder’s right to dissent under the VBCA or other applicable Law, then such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.1(a), without interest. The Company will submit the transactions contemplated by this Agreement, including the Merger, for the Company Shareholder Approval (as set forth in Section 3.22 hereof) or book-entry shares, pursuant to Section 2.413.20(a) of the VBCA at the Company Shareholder Meeting, the notice of which will include a copy of Chapter 13 of the VBCA and will state that the shareholders are or may be entitled to assert dissenters’ rights thereunder. In accordance with Section 13.22 of the VBCA, the Company will deliver a written dissenters’ notice to all shareholders who timely submit an intent to demand payment for their shares, and who otherwise comply with Section 13.21 of the VBCA. The Company shall serve prompt notice to Parent shall promptly deposit with of any demands received by the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain Company for payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice Shares under the VBCA and of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands notice and any other instruments received by the Company relating provided pursuant to rights of appraisalapplicable Law, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisalsuch demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (which shall not to be unreasonably withheld, delayed withheld or conditioneddelayed), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle compromise, any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 demands, or agree to do any of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLforegoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has not voted have demanded and perfected appraisal rights for such Shares in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) will shall not be converted into a or represent the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisalapplicable Parent Common Shares and cash. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will 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 stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Shares held by himstockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their right to appraisal of such Shares under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, her or it in accordance with Section 262 as of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Timeamount of cash, without any interest thereon, upon surrender and number of certificates Parent Common Shares (and dividends or affidavits of loss other distributions pursuant to Section 2.02(c), if any) to which such holder is entitled pursuant to Section 2.01 and cash in lieu thereof as of fractional shares, without any interest thereon, to which such holder is entitled pursuant to Section 2.02(e), upon the surrender, in the manner provided in Section 2.4(f)) or book-entry shares2.02, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Sharescorresponding Certificate. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies received by the Company, withdrawals of such demands), attempted withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (ai) Notwithstanding anything contained in this Agreement to the contrary, Shares no shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a the holder who of which (A) has not voted in favor of the Merger or consented thereto Merger, (B) has demanded its rights to appraisal in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 of the DGCL DGCL, and (C) has not effectively withdrawn or lost its rights to appraisal (the “Dissenting Shares”) will not shall be converted into or represent a right to receive the Merger ConsiderationConsideration pursuant to Section 1.7(a). By virtue of the Merger, unless such holder fails all Dissenting Shares shall be cancelled and shall cease to perfect or withdraws or otherwise loses his, her or its right to appraisalexist and shall represent only those rights provided under the DGCL. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will shall not be entitled to receive payment exercise any of the appraised value voting rights or other rights of such Shares held by him, her a member or it in accordance with Section 262 equity owner of the DGCLSurviving Corporation. (ii) Notwithstanding the provisions of this Section 1.7(d), unless, after the Effective Time, such if any holder fails of shares of Company Common Stock who demands appraisal rights shall effectively withdraw or lose (through failure to perfect or withdraws or loses his, her otherwise) the right to dissent or its right to rights of appraisal, in which case then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares of Company Common Stock shall no longer be Dissenting Shares will and shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective TimeConsideration, without any interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (biii) The Company shall give Parent (iA) prompt written notice of any written demands for appraisal (including copies rights of any shares of Company Common Stock, withdrawals of such demands), attempted withdrawals of such 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 of appraisal, and (iiB) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisalappraisal rights under the DGCL. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle rights or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of RTI Common Stock or RTI Preferred Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such holder's 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of Delaware Law, and who, as of the DGCLEffective Time, unlesshas not effectively withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted into or represent a right to receive Mpath Common Stock or the Cash Payment (if applicable) pursuant to Section 2.1, but the holder of the Dissenting Shares shall only be entitled to such rights as are granted by 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 such shares under Section 2.1 shall effectively withdraw or lose (through failure to perfect or otherwise) his rights to receive payment for such shares under Delaware Law, then, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Mpath Common Stock, the Cash Payment, if applicable, and payment for fractional shares as provided in Section 2.1(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 holder fails to perfect or withdraws or loses his, her or its right to appraisal, time Mpath will deposit in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, escrow created pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any Escrow Agreement additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to certificates representing such stockholder who shall have withdrawn or lost such right to obtain payment holder's Pro Rata Portion of the fair market value of such Dissenting Escrow Shares. (bc) The Company RTI shall give Parent 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 (including copies rights under Delaware Law, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating to rights of appraisal, RTI and (ii) the opportunity to direct participate at its own expense in all negotiations and proceedings with respect to demands for appraisalappraisal rights under Delaware Law. Except RTI shall not, except with the prior written consent of Parent (not to be unreasonably withheldMpath, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal rights with respect to RTI Common Stock or settle RTI Preferred Stock or offer to settle or compromise any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement The Company may elect to obtain the approval of its shareholders (determined as of the date immediately preceding the Closing) (the “Company Shareholders”) to the contraryMerger and the transactions contemplated hereby and pursuant thereto, Shares outstanding immediately prior provided, however, that unless required by the applicable provisions of the California Code, including without limitation, the provisions of Section 1201 thereof, no such approval shall be required hereunder. (ii) Unless otherwise required by the applicable provisions of the California Code, including without limitation, the provisions of Section 1301 thereof, the Company shall not be obligated to offer any appraisal or other “dissenter’s rights”) to the Effective Time and held Company Shareholders. (iii) If required by a the applicable provisions of the California Code, including without limitation, the provisions of Section 1301 thereof, each outstanding share of Company Common Stock the holder who of which has not voted in favor of the Merger or consented thereto Merger, has perfected such holder’s right to an appraisal of such holder’s shares in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 the applicable provisions of the DGCL California Code and has not effectively withdrawn or lost such right to appraisal (the a “Dissenting SharesShare”) will ), shall not be converted into or represent a right to receive shares of Parent Common Stock pursuant to Section 2.1I, but the Merger Considerationholder thereof shall be entitled only to such rights as are granted by the applicable provisions of the California Code; provided, unless such holder fails to perfect or withdraws or otherwise loses hishowever, her or its right to appraisal. From and after that any Dissenting Share held by a person at the Effective Time, a stockholder Time who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessshall, after the Effective Time, such holder fails to perfect withdraw the demand for appraisal or withdraws or loses his, her or its lose the right to of appraisal, in which either case such Shares will pursuant to the California Code, shall be treated deemed to be converted into, as if they had been converted into of the Effective Time, the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender shares of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, Parent Common Stock pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to 2.1I. In such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The event, Company shall give Parent (ix) prompt written notice of any written demands for appraisal (including copies of such demands)appraisal, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to the applicable provisions of the California Code relating to the appraisal process received by the Company relating to rights of appraisal, and (iiy) the opportunity Business to direct all negotiations and proceedings with respect to demands for appraisalappraisal under the California Code. Except with the prior written consent of Parent (Company will not to be unreasonably withheld, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or and will not, except with the prior written consent of Parent, settle or offer to settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares of Company Common Stock that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who has duly shall have demanded properly in writing appraisal under and otherwise complied for such shares in all respects accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”") will shall not be converted into a or represent the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will Such stockholders instead shall be entitled to receive payment of the appraised value of such Shares shares of Company Common Stock held by him, her or it them in accordance with Section 262 the provisions of the DGCL, unless, after the Effective Time, such holder fails except that all Dissenting Shares held by stockholders who shall have failed to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Common Stock under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to obtain payment receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7, of the fair market value Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of such Dissenting Shares. (b) The Company Common Stock. Company shall give Parent (i) prompt written notice of any written demands received by Company for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisalShares, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands. Any amounts paid to a holder pursuant to a right of appraisal will be paid by Company. The existence of Dissenting Shares, so long as the conditions in Annex A are met (and the Agreement is not otherwise terminated), shall have no effect on the obligations of Parent and Merger Sub under the Offer and the Merger. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Shares outstanding immediately prior to the Effective Time and shares of Company Common Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and has made a proper demand for appraisal of such shares of Company Common Stock in accordance with Section 623 and 907 of the NYBCL and who has duly demanded appraisal under and otherwise complied in with all respects with applicable provisions of Section 262 623 and 907 of the DGCL NYBCL (the “any such shares being referred to as "Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless " until such time as such holder fails to perfect or withdraws or otherwise loses hissuch holder's appraisal rights under Section 623 and 907 of the NYBCL with respect to such shares, her in which event such shares shall be subject to Section 2.6(b)) shall not be converted into or its represent the right to appraisal. From and after receive Merger Consideration in accordance with Section 2.6, but shall be entitled only to such rights as are granted by the NYBCL to a holder of Dissenting Shares. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then such shares shall be deemed automatically to have been converted into, as of the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of and to represent only, the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled right to receive payment of the appraised value of such Shares held by him, her or it Merger Consideration in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time2.6, without interest thereon, upon surrender of certificates the Company Stock Certificate (or affidavits evidence of loss shares in lieu thereof as provided book entry form) representing such shares in accordance with Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares2.10. (bc) The Company shall give Parent Parent: (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating prior to rights the Effective Time pursuant to the NYBCL, any withdrawal of appraisalany such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NYBCL; and (ii) the opportunity to direct participate in and direct, all negotiations and proceedings with respect to demands for appraisal. Except any such demand, notice or instrument; provided, however, that Parent shall not enter into any Contract on behalf of the Company with any holder of Dissenting Shares with respect to such holder's Dissenting Shares that imposes any obligations (other than any immaterial administrative obligations) on any Company Entity before the prior written Effective Time without the consent of Parent (the Company, which shall not to be unreasonably withheld, delayed conditioned or conditioned), the delayed. The Company shall not (y) make any payment or settlement offer prior to the Effective Time with respect to any demands such demand, notice or instrument or (z) waive any failure to timely deliver a written demand for appraisal or settle or offer timely take any other action to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying perfect appraisal rights in accordance with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company NYBCL, unless, in each case, Parent shall have given its prior written consent to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLsuch payment or settlement offer.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares any shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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 which the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it Company Stockholder thereof has properly demanded appraisal rights in accordance with Section 262 of the DGCL, unlessand who has not effectively withdrawn or lost such holder’s appraisal rights under the DGCL (collectively, after the Effective Time“Dissenting Shares”), such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shall not be treated as if they had been converted into or represent the right to receive the Merger Consideration at payments set forth in Section 2.1, but such Company Stockholder shall only be entitled to such rights as are provided by the DGCL. Notwithstanding the provisions of this Section 2.5, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under the DGCL, then, as of the later of the Effective TimeTime and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 2.1, without interest thereon, and subject to the escrow provisions set forth in Section 2.1 and Article VIII and expense provisions in Section 8.6, upon the due surrender of certificates (or affidavits of loss duly executed Exchange Documents in lieu thereof as provided the manner set forth in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares2.3. (b) The Company shall give Parent (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisal, the DGCL and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of demands. Any communication to be made by the Company to exercise appraisal rights any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Merger and a copy of the provisions of Section 262 of the DGCLCompany receiving Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares. (a) 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 that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded stockholders properly exercising appraisal rights available under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at or the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided consideration set forth in Section 2.4(f2.1(b)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due as applicable, unless and payable to until such stockholder who holder shall have failed to perfect or shall have effectively withdrawn or lost 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 obtain payment appraisal, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares. (b) Shares shall cease and such holder’s Shares shall thereupon be deemed to have been converted, as of the Effective Time, into the right to receive the Merger Consideration or the consideration set forth in Section 2.1(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 written demands for appraisal (including copies of such demands)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 appraisalDissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to direct all participate in negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (Parent, which will not to be unreasonably withheldwithheld or delayed, delayed voluntarily make or conditioned), the Company shall not agree to make any material payment with respect to any demands for appraisal or settle or appraisals of capital stock of the Company, offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.43.4. Parent shall promptly deposit The Proxy Statement will include a notice complying with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment provisions of Section 262 of the fair market value DGCL concerning the rights of such Dissenting Sharesthe stockholders of the Company to exercise appraisal rights and a copy of the provisions of Section 262 of the DGCL. (b) The Company shall will give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall will not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement If any Company stockholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCL, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such stockholder’s Shares will no longer be Dissenting Shares and, if the occurrence of such effective withdrawal or loss is later than the Effective Time, will be treated as if the stockholder had, as of the Effective Time, been converted into the right to receive the Merger Consideration, without interest, as set forth in Section 3.1(a). Parent shall include a notice complying promptly deposit with the provisions of Section 262 Paying Agent any additional funds necessary to pay in full the Cash Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the DGCL concerning the rights fair market value of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLsuch Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares issued and outstanding immediately prior to the Effective Time and held by a holder Company Stockholder who (A) has not (x) voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has duly demanded or (y) otherwise waived such Company Stockholder’s right to appraisal under applicable Law and otherwise (B) has, with respect to such Company Stockholder’s Company Shares, complied in all respects with with, and does in fact properly exercise appraisal rights in the manner provided by Section 262 of the DGCL (the “Dissenting Shares”) will ), shall not be converted into a or be exchangeable for the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its consideration specified in Section 2.5 but instead shall be converted into the right to appraisal. From and after the Effective Time, a stockholder who has properly exercised receive such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation consideration as may be determined to be due with respect to such Shares, except those provided under Dissenting Shares pursuant to Section 262 of the DGCL. A At the Effective Time, the Dissenting Shares, if any, will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder of Dissenting Shares will be entitled cease to have any rights with respect thereto, except the right to receive payment of the appraised fair value of such Shares held by him, her or it shares in accordance with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such Company Stockholder withdraws, fails to perfect, or otherwise loses such right to appraisal, or if a court of competent jurisdiction shall determine that such Company Stockholder is not entitled to relief provided by Section 262 of the DGCL, unless, after the Effective Time, Dissenting Shares held by such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will Company Stockholder shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided consideration specified in Section 2.4(f)) or book-entry shares, pursuant to Section 2.42.5. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent Purchaser (ia) prompt written notice of of, together with copies of, any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating for appraisal of Company Shares pursuant to rights of appraisalthe DGCL, and (iib) the opportunity right to direct participate in and control all negotiations and proceedings Proceedings with respect to such demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent Consent of Parent Purchaser, (not to be unreasonably withheld, delayed or conditioned), the Company shall not i) make any payment with respect to any demands for appraisal or to, settle or offer to settle or approve any withdrawal of, any such demands for appraisal. demand, (cii) The Proxy Statement shall include a notice complying with the provisions of Section 262 waive any failure to properly make or effect any such demand or to take any action required to perfect such appraisal rights or (iii) agree to do any of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLforegoing.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder who has Time, that are not voted in favor of (or the holder of which has not executed a consent to) the adoption of this Agreement and the Merger and in respect of which appraisal or consented thereto dissenter’s rights shall have been perfected in writing and who has duly demanded appraisal under and otherwise complied in all respects with a timely manner pursuant to Section 262 of the DGCL (the “Dissenting Shares”) will ), shall not be converted into or represent a right to receive a portion of the Merger Considerationconsideration payable to the Equityholders pursuant to Section 2.06, unless and until such holder of Dissenting Shares shall have effectively withdrawn, lost or failed to perfect such holder’s appraisal or dissenter’s rights under DGCL (any such holder so withdrawing, losing or failing to perfect, a “Reverting Holder”). Each holder of Dissenting Shares shall be entitled to receive only the payment provided by Section 262 of DGCL with respect to Dissenting Shares. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses hissuch right, her or its right such Reverting Holder’s Dissenting Shares shall thereupon cease to appraisal. From be “Dissenting Shares” and after shall be deemed to have been converted into and have become exchangeable for, as of the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender consideration due to such holder in respect of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, such Shares pursuant to Section 2.42.06, subject to compliance with Section 2.09. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice upon receipt by the Company of any written demands for appraisal (including copies of such demands)appraisal, attempted withdrawals of such demands and demands, any other instruments served pursuant to applicable Law that are received by the Company relating to Equityholders’ rights of appraisal, appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands any demand for appraisalappraisal under DGCL. Except The Company and the Surviving Corporation shall not, except with the prior written consent of Parent (not to Parent, which may be unreasonably withheldgranted in Parent’s sole and absolute discretion, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or of Dissenting Shares, offer to settle or settle any such demands for appraisaldemands, except as required by Law. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (ai) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and other than Section 2.1(d)(ii), any shares of Company Common Stock held by a holder who has not voted in favor perfected a demand for appraisal rights for such shares pursuant to Section 262 of the Merger DGCL and who, as of the Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded lost the right to appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will ), shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.1(a), but instead shall be converted into the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisalreceive only such consideration as may be determined to be due with respect to such Dissenting Shares under the DGCL. From and after the Effective Time, a stockholder who has properly exercised such appraisal holder of Dissenting Shares shall not be entitled to exercise any of the voting rights will not have any or other rights of an equity owner of the Surviving Corporation or of a stockholder of Parent. (ii) Notwithstanding the Company or the Surviving Corporation with respect to such Sharesprovisions of Section 2.1(d)(i), except those provided under Section 262 of the DGCL. A if any holder of Dissenting Shares will be entitled to receive payment shares of the appraised value of Company Common Stock who demands appraisal for such Shares held by him, her or it shares in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails DGCL shall effectively withdraw or lose (through failure to perfect or withdraws or loses hisotherwise) such appraisal right, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall no longer be Dissenting Shares will and shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeas set forth in Section 2.1(a) of this Agreement, without any interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (biii) The Company shall give Parent (iA) prompt written notice of any written demands for appraisal (including copies rights of any shares of Company Common Stock, withdrawals of such demands), attempted withdrawals of such 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 of appraisal, and (iiB) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisalappraisal rights under the DGCL. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle rights of Company Common Stock or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) 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 that are held by a holder who has shall not have voted in favor of the Merger or consented thereto in writing and who has duly shall have demanded properly in writing an appraisal under and otherwise complied of the “fair value” of such Company Common Stock in all respects accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) will not shall be converted into a right cancelled and terminated and shall cease to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled other than such rights as are granted pursuant to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessexcept that all Dissenting Shares held by holders of Company Common Stock who shall have failed to perfect or who effectively shall have withdrawn or lost their rights for an appraisal of such shares under the DGCL shall thereupon be deemed to have been cancelled and terminated, after as of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into and shall represent solely the right to receive the Merger Consideration at the Effective Time, without interest thereon, Offer Price in accordance with Section 2.6(a) upon surrender of certificates (or affidavits of loss in lieu thereof as the manner provided in Section 2.4(f)2.6(f) of the certificate or book-entry shares, pursuant to Section 2.4certificates that formerly evidenced such shares of Company Common Stock. Parent Any payments made in respect of Dissenting Shares shall promptly deposit be made in accordance with the Paying Agent any additional funds necessary to pay in full DGCL solely by the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment Surviving Corporation out of the fair market value of such Dissenting Shares. (b) its own funds. The Company shall give Parent (i) prompt written notice to Purchaser and Merger Sub of any written demands received by the Company for appraisal (including copies of such demands), 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 of appraisal, 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 appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldPurchaser and Merger Sub, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisalor approve any withdrawal of any such demands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Common Shares that are issued and outstanding immediately prior to the Effective Time and held that are owned by a holder who has not voted in favor Shareholders that have properly perfected their rights of appraisal within the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with meaning of Section 262 of the DGCL General Corporation Law of the State of Delaware (the “DGCL”) (as applicable to the Company pursuant to the LLC Agreement (the “Dissenting Shares”)) will shall not be converted into a the right to receive the Merger Consideration, unless and until such holder fails Shareholders shall have failed to perfect or withdraws or otherwise loses hisany available right of appraisal thereunder, her or its right to appraisal. From and after but, instead, the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will holders thereof shall be entitled to receive payment of the appraised value of such Dissenting Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after DGCL (as applicable to the Effective Time, Company pursuant to the LLC Agreement). If any such holder fails shall have failed to perfect or withdraws shall have effectively withdrawn or loses his, her or its lost such right to of appraisal, in which case the Common Shares held by such Shareholder shall not be deemed Dissenting Shares will for purposes of this Agreement and shall thereupon be treated as if they had deemed to have been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss Time in lieu thereof as provided in accordance with Section 2.4(f2.1(b)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (ia) prompt written notice of any written demands for appraisal filed pursuant to Section 262 of the DGCL (including copies of such demands)as applicable to the Company pursuant to the LLC Agreement) received by Company, attempted withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to Section 262 of the DGCL (as applicable to the Company pursuant to the LLC Agreement) and received by the Company relating to rights of appraisalCompany, and (iib) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalmade pursuant to Section 262 of the DGCL (as applicable to the Company pursuant to the LLC Agreement). Except The Company shall not, except with the prior written consent of Parent Parent, (not to be unreasonably withheld, delayed or conditioned), the Company shall not i) make any payment with respect to any demands such demand, (ii) offer to settle or settle any such demand, or (iii) waive any failure to timely deliver a written demand for appraisal or settle or offer timely take any other action to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying perfect appraisal rights in accordance with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of (as applicable to the Company to exercise appraisal rights with respect pursuant to the Merger and a copy of the provisions of Section 262 of the DGCLLLC Agreement).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, any Shares ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time and which are held by a holder Shareholders of the Company who has have filed with the Company, before the taking of the vote of the Shareholders of the Company to approve the Merger, written objections to such approval stating their intention to demand payment for such Shares, and who have not voted such Shares in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 adoption of the DGCL (the “Dissenting Shares”) Merger will not be converted into a as described in Section 3.1(c) hereof, but will thereafter constitute only the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised fair value of such Shares held by him, her or it in accordance with Section 262 the applicable provisions of Chapter 156B of the DGCLMBCL (the "Appraisal Rights Provisions"); provided, unlesshowever, after that all Shares held by Shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and retired and to have been converted, as of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective TimeCash Consideration, without interest thereoninterest, upon surrender of certificates (or affidavits of loss in lieu thereof the manner provided in Section 3.1(c). Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid by the Surviving Corporation as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable respect to such stockholder who shall have withdrawn Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, if the Merger Sub abandons or lost such is finally enjoined or prevented from carrying out, or the Shareholders rescind their adoption of, the Merger, the right of each holder of Dissenting Shares to obtain payment of receive the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice Shares in accordance with the Appraisal Rights Provisions will terminate, effective as of any written demands for appraisal (including copies the time of such demands)abandonment, attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisalinjunction, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed prevention or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalrescission. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.03(a), Shares any shares of Company Stock outstanding immediately prior to the Effective Time and held by a holder Stockholder immediately prior to the Effective Time who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has duly demanded appraisal for such shares in accordance with Delaware Law and who has not failed to perfect, withdrawn or otherwise lost the right to appraisal under and otherwise complied in all respects with Section 262 of the DGCL Delaware Law (collectively, the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Per Share Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, such any holder of Dissenting Shares fails to perfect or perfect, withdraws or loses his, her or its the right to appraisal, in which case such Shares will shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Per Share Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4accordance with this Article 2. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights for appraisal of appraisalshares of Company Stock, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Share 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 (excluding payments for appraisal. such shares) (c) The Proxy Statement together “Dissenting Share Payments”), then Parent shall include a notice complying with be entitled to recover under the provisions terms of Section 262 of 10.02 hereof such Dissenting Share Payments, whether paid or incurred before or after the DGCL concerning the rights of the stockholders of Effective Time by the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLor Parent.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Common Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a holder the Company’s stockholders who has not shall have neither voted in favor of the Merger or adoption of this Agreement nor consented thereto in writing and who has duly shall have properly and validly demanded their statutory rights of appraisal under and otherwise complied in all respects respect of such Company Common Shares in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails Consideration pursuant to perfect or withdraws or otherwise loses his, her or its right to appraisalSection 2.02(a). From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Such Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares held by him, her or it in accordance with the provisions of Section 262 of the DGCL, unlessexcept that all Dissenting Company Shares held by Company stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates (the Certificates or affidavits transfer of loss Uncertificated Shares that formerly evidenced such Company Common Shares in lieu thereof as the manner provided in Section 2.4(f)2.03 (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit in accordance with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment provisions of the fair market value of such Dissenting SharesSection 2.08). (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies received by the Company, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating in respect of Dissenting Company Shares. Parent shall have the right to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings Proceedings with respect to demands for appraisalappraisal pursuant to the DGCL in respect of Dissenting Company Shares. Except The Company may not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalin respect of Dissenting Company Shares. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder who has not voted exercised and perfected appraisal rights for such shares in favor accordance with Georgia Law (or other applicable law) and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded lost such appraisal under and otherwise complied in all respects with Section 262 of the DGCL rights (the “Dissenting Shares”) will "DISSENTING SHARES"), shall not be converted into or represent a right to receive the Merger ConsiderationConsideration pursuant to Section 1.6, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereof shall only be entitled to such Sharesrights as are granted by Georgia Law or other law, except those provided under Section 262 as the case may be. (b) Notwithstanding the provisions of the DGCL. A subsection (a), if any holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her shall effectively withdraw or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails lose (through failure to perfect or withdraws otherwise) his or loses hisher appraisal rights, her or its right to appraisalthen, in which case as of the later of Effective Time and the occurrence of such Shares will event, such holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeas provided in Section 1.6, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent and the Company Stockholder's Agent (as defined in Article IV) (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisal, Georgia law and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. demands. To the extent that Parent or the Company makes any payment or payments in respect of any Dissenting Shares (c) The Proxy Statement which payments, after the Effective Time shall include a notice complying with not be made by Parent without the provisions of Section 262 of the DGCL concerning the rights of the stockholders consent of the Company Stockholder Agent, which consent may not be unreasonably withheld), Parent shall be entitled to exercise appraisal rights with recover under the terms of Article IV hereof the aggregate amount by which such payment or payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect to the Merger and a copy of the provisions of Section 262 of the DGCLsuch shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares of Company Common Stock that are ----------------- outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who has duly shall have demanded properly in writing appraisal under and otherwise complied for such shares in all respects accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”") will ----------------- shall not be converted into a or represent the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will Such stockholders instead shall be entitled to receive payment of the appraised value of such Shares shares of Company Common Stock held by him, her or it them in accordance with Section 262 the provisions of the DGCL, unless, after the Effective Time, such holder fails except that all Dissenting Shares held by stockholders who shall have failed to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Common Stock under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to obtain payment receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7, of the fair market value Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of such Dissenting Shares. (b) The Company Common Stock. Company shall give Parent (i) prompt written notice of any written demands received by Company for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisalShares, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands. Any amounts paid to a holder pursuant to a right of appraisal will be paid by Company. The existence of Dissenting Shares, so long as the conditions in Annex A are met (and the Agreement is not otherwise terminated), shall have no effect on the obligations of Parent and Merger Sub under the Offer and the Merger. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a Stockholder who demands and perfects appraisal or dissenters’ rights for such shares in accordance with the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights (collectively, “Dissenting Shares”), shall not be converted into or represent the right to receive any portion of the Merger Consideration pursuant to Section 2.6(b), but the holder thereof shall only be entitled to such rights as are granted by the DGCL. (b) If any Stockholder who holds Dissenting Shares outstanding immediately prior as of the Effective Time effectively withdraws or loses (through passage of time, failure to demand or perfect, or otherwise) the right to demand and perfect appraisal or dissenters’ rights under the DGCL, then, as of the later of the Effective Time and held by a holder who has not voted in favor the occurrence of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “such event, such holder’s shares that were Dissenting Shares”) will not Shares shall automatically be converted into a and represent only the right to receive a portion of the Merger Consideration, unless such holder fails if applicable, pursuant to perfect or withdraws or otherwise loses his, her or its right and subject Section 2.6(b) (subject to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it indemnification provisions set forth in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, Article VIII) without interest thereon, thereon upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of any shares of Company Capital Stock pursuant to the exercise of appraisal or dissenters’ rights, withdrawals of such demands), attempted withdrawals of such demands and any other instruments received by or notices served pursuant to the DGCL on the Company relating to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (not Parent, voluntarily make or agree to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal of Company Capital Stock, or settle or offer to settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “no Dissenting Shares”) will not Share shall be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Per Share Merger Consideration at Consideration. At the Effective Time, without interest thereoneach Dissenting Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, upon surrender and each Dissenting Stockholder shall cease to have any rights with respect thereto, except that each Dissenting Stockholder shall have the right to receive only the payment provided by Section 262 of certificates (the DGCL with respect to the Dissenting Shares held by such Dissenting Stockholder; provided, however, that each Dissenting Share held by a Dissenting Stockholder who, after the Effective Time, fails to perfect or affidavits of loss in lieu thereof as provided in Section 2.4(f)) effectively withdraws or book-entry shares, loses his or her right to appraisal pursuant to Section 2.4. Parent 262 of the DGCL, shall promptly deposit with be deemed to be converted as of the Paying Agent any additional funds necessary Effective Time into the right to pay in full receive the aggregate Per Share Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) in accordance with this Article IV, without any interest thereon. The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies pursuant to the applicable provisions of the DGCL received by the Company, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, appraisal and (ii) the opportunity to participate in and, after the Closing, direct all negotiations and proceedings with respect to demands any such demand for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, and, prior to the Closing, Parent (not to be unreasonably withheldshall not, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include , offer to settle or settle any such demands, waive any failure to timely deliver a notice complying written demand for appraisal in accordance with the provisions of Section 262 DGCL, or agree to do any of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by a holder shareholder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 the applicable provisions of the DGCL NMBCA (the “"Dissenting Shares”") will shall not be converted into a right to receive the Merger Consideration, unless such holder shareholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder shareholder who has properly exercised such appraisal rights will shall not have any rights of a stockholder shareholder of the Company or the Surviving Corporation Entity with respect to such Sharesshares of Company Stock, except those provided under Section 262 applicable provisions of the DGCLNMBCA (any shareholder duly making such demand being hereinafter called a "Dissenting Shareholder"). A holder of Dissenting Shares will Shareholder shall be entitled to receive payment of the appraised value of such Shares held by him, her or it each share of Company Stock in accordance with Section 262 the applicable provisions of the DGCLNMBCA, unless, after the Effective Time, such holder shareholder fails to perfect or withdraws or loses his, her or its the right to appraisal, in which case such Shares will shares of Company Stock shall be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Time(and any cash in lieu of fractional shares pursuant to Section 2.04 and any dividends and other distributions pursuant to Section 2.08(d)) for such shares, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, the shareholder's Certificates pursuant to Section 2.42.08. Parent shall promptly deposit with have the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands)participate in all discussions, attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. Except Company shall not, except with the prior written consent of Parent (not Parent, voluntarily make, or offer to be unreasonably withheldmake, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands demand for appraisal. (c) The Proxy Statement . Company shall include not waive any failure to timely deliver a notice complying with written demand for appraisal or the provisions taking of Section 262 of the DGCL concerning the rights of the stockholders of the Company any other action by such Dissenting Shareholder as may be necessary to exercise perfect appraisal rights with under the NMBCA. Any payments made in respect to of Dissenting Shares shall be made by Parent as the Merger and a copy of the provisions of Section 262 of the DGCLSurviving Entity.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of Blade Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who is entitled to demand and has duly demanded properly exercised appraisal under and otherwise complied rights of such shares in all respects accordance with Section 262 of the DGCL (such shares of Blade Stock being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) will shall not be converted into a right to receive a portion of the Merger Consideration, unless Consideration pursuant to Section 3.01(b) but instead shall be entitled to only such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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 as are granted by Section 262 of the DGCL. A ; provided, however, that if, after the Effective Time such holder of Dissenting Shares will be entitled fails to receive payment of the appraised value of perfect, waives, withdraws, or loses such Shares held by him, her or it in accordance with holder’s right to appraisal pursuant to Section 262 of the DGCL, unless, after or if a court of competent jurisdiction shall determine that such holder is not entitled to the Effective Timerelief provided by Section 262 of the DGCL, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shares of Blade Stock shall be treated as if they had been converted as of Effective Time into the right to receive a portion of the Merger Consideration at the Effective Timein accordance with Section 3.01(b), without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value transfer of such Dissenting Shares. (b) The Company shares. Blade shall give Parent the Acquiror (ia) prompt written notice of any written demands for appraisal (including copies of such demands)appraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to applicable Laws that are received by the Company Blade relating to any Dissenting Stockholder’s rights of appraisal, appraisal and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except Blade shall not, except with the prior written consent of Parent the Acquiror (not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or appraisal, offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.1, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to and has not voted in favor demanded cash payment of the Merger fair value for such Shares in accordance with Subchapter D of Chapter 15 or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 Subchapter E of Chapter 25 of the DGCL PBCL (the “Dissenting Shares”) will shall not be converted into a the right to receive the Merger ConsiderationConsideration as provided in Section 2.1 of this Agreement, unless and until such holder fails to perfect or withdraws or otherwise loses his, her or its his right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder determination of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 fair value of the DGCL. A holder shares and payment under Subchapter D of Dissenting Shares will be entitled to receive payment Chapter 15 of the appraised value PBCL or Subchapter E of such Shares held by himChapter 25, her or it in accordance with Section 262 of the DGCL, unlessas applicable. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his, her or its his right to appraisala determination of the fair value of the Shares under the PBCL, in which case such Dissenting Shares will shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration at to which the Effective Timeholder of such Shares is entitled, without interest thereon. As soon as practicable after the approval of the Merger by the Company’s shareholders, upon surrender to the extent required by the PBCL, and in any event not later than ten (10) days following such approval, the Surviving Corporation shall mail to each shareholder of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, the Company who is entitled to such notice pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn Subchapter D of Chapter 15 or lost such right to obtain payment Subchapter E of Chapter 25 of the fair market value PBCL, a notice of such Dissenting Shares. (b) approval of the Merger, such notification to include the information and materials required by the applicable provisions of the PBCL. The Company shall give Parent (i) prompt written notice of any written dissenters’ demands for appraisal (including copies of such demands)payment, attempted withdrawals of such demands and any other instruments served pursuant to applicable Laws received by the Company relating to dissenters’ rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisaldissenters. Except with The Company shall not, without the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or payment of Dissenting Shares, offer to settle any such demands for appraisalor approve any withdrawal of such demands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything contained in this Agreement to the contrarycontrary and to the extent provided under applicable law, Shares issued and outstanding immediately prior to the Effective Time as to which the holder takes, or forbears from taking, such actions as required to satisfy the requirements for perfecting dissenters’ rights set forth in Chapter 23B.13 of the WBCA and held by a holder who has not voted in favor of the Merger effectively withdrawn, waived or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL lost its dissenters’ rights (the “Dissenting Shares”) will ), shall not be converted into a the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisalPrice. From and after At the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder by virtue of the Company or Merger and without any action on the Surviving Corporation with respect part of the holder thereof, all Dissenting Shares shall be cancelled and shall cease to such Shares, except exist and shall represent the right to receive only those rights provided under Section 262 of the DGCLWBCA. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, any holder of Dissenting Shares is not entitled to payment under Chapter 23B.13, then each Dissenting Share owned by such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shall be treated as if they it had been converted into the right to receive the Merger Consideration at Price as of the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give promptly notify Parent (i) prompt written notice upon the receipt of any written demands for appraisal (including copies under Chapter 23B.13 of such demands), attempted the WBCA and any withdrawals of such demands and or any other instruments received by actions or failure to take actions that result in the Company relating to rights loss or waiver of appraisaldissenters’ rights, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands. The Company shall not settle, offer to settle or make any payment with respect to such demands for appraisal. Except with the unless it receives prior written consent of Parent (from Parent, not to be unreasonably withheld, delayed conditioned or conditioned)delayed, or unless it is required to do so under the Company shall not make any payment with respect WBCA. Any amount payable to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement holder of Dissenting Shares shall include a notice complying be paid in accordance with the provisions WBCA solely by the Surviving Corporation out of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLits own funds.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contraryEach share of Company Stock that, Shares outstanding immediately prior to before the Effective Time and Time, was held by a holder who has not voted in favor of the Merger or consented thereto in writing and any person who has duly demanded exercised the appraisal under and otherwise complied in all respects with rights afforded to dissenting stockholders pursuant to Section 262 of the DGCL (the “such shares, collectively, "Dissenting Shares”") will not be converted into a right to receive the Merger Considerationwill, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after at the Effective Time, a stockholder who has properly exercised such appraisal rights will be cancelled but shall not have any rights of a stockholder of entitle the Company or holder thereof to receive the Surviving Corporation with respect consideration referred to such Sharesin Section 3.6(a) hereof. Instead, except those provided under Section 262 of the DGCL. A holder 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 himStockholders who withdraw, her fail to perfect, or it in accordance otherwise lose their appraisal rights with Section 262 of the DGCL, unless, after the Effective Time, such holder fails respect to perfect or withdraws or loses his, her or its right to appraisal, in which case such Dissenting Shares will thereupon be treated as if they had been converted into deemed to entitle the right holder thereof to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided consideration referred to in Section 2.4(f)3.6(a) or book-entry shares, pursuant to Section 2.4hereof. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent ABI (i) prompt written notice of any written demands for appraisal (including copies under Section 262 of the DGCL with respect to any shares of Company Stock, any withdrawal of any such demands), attempted withdrawals of such demands demand and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, and (ii) the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisalany such demands. Except The Company shall cooperate with ABI concerning, and shall not, except with the prior written consent of Parent (not to be unreasonably withheldABI, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with demands. In the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise event that any Stockholder exercises his, her or its appraisal rights with respect pursuant to the Merger and a copy of the provisions of 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. (a) Notwithstanding anything to the contrary contained in this Agreement (but subject to the contraryprovisions of this Section 3.3), Company Shares outstanding immediately prior to the Effective Time and held by a holder who has not neither voted in favor of the Merger or nor consented thereto in writing and who is entitled to demand, and has duly demanded properly demanded, appraisal under for such Company Shares in accordance with, and otherwise complied who complies in all respects with with, Section 262 of the DGCL (such Company Shares, the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL. If any such holder of Dissenting Shares fails to perfect or otherwise waives, withdraws or loses its right to appraisal under Section 262 of the DGCL or other applicable Law, then such Dissenting Shares shall be deemed to have been converted into, as of the Effective Time, and shall be exchangeable for, subject to compliance with the procedures in Section 3.2(b), solely the right to receive the Merger Consideration, without interest thereon, upon surrender and subject to any withholding of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, Taxes pursuant to Section 2.43.5 and as required by applicable Law. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent Parent: (i) prompt written notice (and in any event within one (1) Business Day) of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating prior to rights the Effective Time pursuant to the DGCL, any withdrawal of appraisalany such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand; and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisalany such demand, notice or instrument. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), the The Company shall not pay or settle, or make any payment or settlement offer, prior to the Effective Time with respect to any demands for appraisal such demand, notice or settle instrument or offer agree to settle do any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company foregoing unless Parent shall have given its written consent to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLsuch payment or settlement, or payment or settlement offer.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Capital Stock held by a holder who has not voted in favor of the Merger effectively withdrawn or consented thereto in writing and who has duly demanded lost such holder’s appraisal rights for such shares under and otherwise complied in all respects with Section 262 of the DGCL Delaware Law (the “Dissenting Shares”) will ), shall not be converted into or represent a right to receive the Merger Considerationapplicable consideration for Company Capital Stock set forth in Section 1.6, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereof shall only be entitled to such Shares, except those rights as are provided under by Section 262 of Delaware Law. (b) Notwithstanding the DGCL. A provisions of Section 1.7(a), if any holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her shall effectively withdraw or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails lose (through failure to perfect or withdraws or loses hisotherwise) such holder’s appraisal rights under Delaware Law, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such Shares will event, such holder’s shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeconsideration for Company Capital Stock set forth in Section 1.6, without interest thereon, upon surrender of certificates (or affidavits the certificate representing such shares. Table of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares.Contents (bc) The Prior to the Effective Time, the Company shall give Parent (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisalDelaware Law, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except Neither Parent nor the Surviving Corporation, except with the prior written consent of Parent (not to be unreasonably withheldthe Stockholder Representative, delayed or conditioned), the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands demands. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any Dissenting Shares or (ii) incurs any out-of-pocket Losses in respect of any Dissenting Shares (excluding payments for appraisal. such shares) (c(i) The Proxy Statement and (ii) together, “Dissenting Share Payments”), Parent shall include a notice complying be entitled to recover under the terms of Article VII the amount by which such Dissenting Share Payments exceed the amount that the holder of such Dissenting Shares would have otherwise received pursuant to Section 1.6 had such holder complied with the provisions of exchange procedures set forth in Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL1.8.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to the contrary, Shares any share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time and which is held by a holder who has not voted in favor of the Merger or consented thereto in writing who: (A) is entitled to demand and who has duly demanded appraisal under made written demand upon the Company for the purchase of such shares and otherwise complied payment in all respects with cash of the “fair market value” thereof in the manner prescribed by Section 262 of the DGCL (the “Dissenting SharesDemand Notice”) will not be converted into a right to receive the Merger Consideration, unless and (B) has perfected such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal holder’s 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessshall be deemed a “Dissenting Share.” (ii) Notwithstanding anything to the contrary herein, after the Effective Time, such if a holder fails of any Dissenting Shares shall fail to perfect or otherwise waives, withdraws or loses hissuch holder’s rights under Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to relief under Section 262 of the DGCL, her or its right then any such shares shall be deemed to appraisal, in which case such Shares will be treated as if they had have been converted into at the Effective Time into, and shall have become, the right to receive the Merger Consideration at the Effective Timeas set forth in Section 3.1(a)(i) of this Agreement, without any interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (biii) The Company shall give Parent (iA) prompt written notice of any written demands for appraisal (including copies of such demands)Demand Notice received 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 of appraisal, and (iiB) the opportunity to direct all negotiations and proceedings with respect to demands for appraisalthe exercise of any rights of the holder of Dissenting Shares under Section 262 of the DGCL. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldor as otherwise required by applicable Law, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle such exercise of any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with rights of the provisions holder of Dissenting Shares under Section 262 of the DGCL concerning or offer to settle or settle any such rights. The parties hereto agree that they will not, and this Agreement does not, confer or seek to confer upon any holder of Company Common Stock any dissenters rights or appraisal rights greater than those provided by Section 262 of the DGCL or otherwise expand or seek to expand the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of provided by Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will shall 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. A holder of Dissenting Shares will shall be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shall be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates (such holder’s Certificates or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or bookBook-entry sharesEntry Shares, pursuant to Section 2.42.2. Parent shall promptly deposit The parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Paying Agent any additional funds necessary Dissenting Shares, and to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment fullest extent permitted by applicable Law, the fair value of the fair market value Dissenting Shares will be determined in accordance with Section 262 of such Dissenting the DGCL without regard to the Top-Up Option, the Top-Up Shares or any promissory note delivered by Sub or Parent to the Company in payment for the Top-Up Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, ; and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to the contrary, any Shares issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law, and who has duly demanded properly exercised such Stockholder’s appraisal under and otherwise complied in all respects rights with Section 262 of the DGCL respect to such Shares (the “Dissenting Shares”) will in accordance with Section 262 of the DGCL or Chapter 13 of the CCC (the “Dissenters’ Rights Statute”) shall not be converted into a right to receive the applicable portion of the Merger ConsiderationConsideration (if any) to which such Stockholder is entitled, but shall instead have the rights set forth in the Dissenters’ Rights Statute unless such holder Stockholder subsequently withdraws its demand for appraisal or waives, fails to perfect or withdraws or otherwise loses hissuch Stockholder’s appraisal rights, her or its right if any (in which case such Shares shall thereupon be deemed to appraisal. From have been converted into, and after to have become exchangeable for, as of the Effective Time, a stockholder who has properly exercised the right to receive the applicable portion of the Merger Consideration (if any) to which such appraisal rights will not Stockholder is entitled). At the Effective Time, Stockholders holding Dissenting Shares shall cease to have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Sharesthereto, except those the rights provided under applicable Law and as provided in this Section 262 of the DGCL2.1(e). A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, such holder Stockholder fails to perfect or withdraws or loses his, her or its any such right to appraisal, in which case each such Shares will Dissenting Share of such Stockholder shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the applicable portion of the Merger Consideration at the Effective TimeConsideration, without interest thereoninterest, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit accordance with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Sharesthis Article II. (bii) The Company shall give Parent (ix) reasonably prompt written notice of any written demands for appraisal (including copies of such demands)received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL or the CCC and received by the Company relating to rights in respect of appraisal, the Dissenting Shares; and (iiy) the opportunity to direct participate in all negotiations and legal proceedings with respect to demands for appraisalappraisal pursuant to the DGCL or the CCC in respect of the Dissenting Shares. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (the Parent, which shall not to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or settle, offer to settle or otherwise negotiate, any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Per Share Merger Consideration at and Dissenting Stockholders shall instead be entitled to receive the fair value of their Dissenting Shares as determined in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, without interest thereonthe Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant and each Dissenting Stockholder shall cease to Section 2.4. Parent shall promptly deposit have any rights with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable respect to such stockholder who shall have withdrawn or lost such Dissenting Shares, except the right to obtain payment of receive the fair market value of such Dissenting Shares. (b) Shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such Dissenting Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such Dissenting Stockholder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such Dissenting Stockholder to be paid the fair value of their Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Per Share Merger Consideration, without any interest thereon. The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands)appraisal, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company relating to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalany such demand. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 demands, or agree to do or commit to do any of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLforegoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to Upon the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights giving of a stockholder notice of the Company or the Surviving Corporation with respect election to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled dissent pursuant to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after each holder of Dissenting Shares shall cease to have any rights of a shareholder of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into Company except the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of be paid the fair market value of such Dissenting Shares. (b) The Company his shares as shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying determined in accordance with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the DGCL. If any Company to exercise appraisal rights with respect Securityholder (other than a Company Securityholder who consented in writing to the Requisite Shareholder Approval) fails to give written notice of its election to dissent from the Merger and a copy of the provisions of under Section 262 of the DGCL, then the rights of such Company Securityholder under Section 262 of the DGCL shall cease to exist, and the underlying Company Shares shall be cancelled in accordance with Section 1.3(b)(i), and thereupon entitle the holder thereof only to receive the consideration contemplated by such Section 1.3(b)(i), as applicable. The Company shall give Buyer prompt notice, and in any event notice within one (1) Business Day, of any notice or purported notice received by the Company of any Company Securityholder’s intent to exercise and/or exercise of rights pursuant to Section 262 of the DGCL, the withdrawal of any such notice and any other documents served upon the Company pursuant to or in connection with Section 262 of the DGCL or a Company Securityholder’s dissent or appraisal rights and Buyer shall have the right to direct on behalf of the Company all negotiations and proceedings with respect to such demands for appraisal or dissent. Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer (not to be unreasonably withheld) or as otherwise required by an order, decree, ruling or injunction of a court of competent jurisdiction, make or offer to make any payment with respect to any such exercise of dissenter’s rights or offer to settle or settle any such rights. The payout of consideration under this Agreement to the Company Securityholders in accordance with this Section 1.3 (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.3(b)(iv) and under the applicable terms of the DGCL) shall not be affected by the exercise or potential exercise of appraisal or dissenters’ rights by any other Company Securityholder.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.03(a), Shares any shares of Company Stock outstanding immediately prior to the Effective Time and held by a holder Stockholder immediately prior to the Effective Time who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has duly demanded appraisal for such shares in accordance with Delaware Law and who has not failed to perfect, withdrawn or otherwise lost the right to appraisal under and otherwise complied in all respects with Section 262 of the DGCL Delaware Law (collectively, the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Per Share Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, such any holder of Dissenting Shares fails to perfect or perfect, withdraws or loses his, her or its the right to appraisal, in which case such Shares will shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Per Share Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4accordance with this Article 2. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights for appraisal of appraisalshares of Company Stock, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands for appraisal. demands. Notwithstanding the foregoing, to the extent that Parent or the Company (b) makes any payment or payments in respect of any Dissenting Share in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (c) The Proxy Statement 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 (excluding payments for such shares) (together “Dissenting Share Payments”), then Parent shall include a notice complying with be entitled to recover under the provisions terms of Section 262 of 10.02 hereof such Dissenting Share Payments, whether paid or incurred before or after the DGCL concerning the rights of the stockholders of Effective Time by the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLor Parent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”"DISSENTING SHARES") will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will shall 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. A holder of Dissenting Shares will shall be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shall be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates (the Certificate or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry sharesCertificates representing such Shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares2.2. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands)any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, ; and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (ai) Notwithstanding anything in any provision of this Agreement to the contrary, Shares each outstanding immediately prior to share of Company Common Stock and Preferred Stock, the Effective Time and held by a holder who of which has not voted in favor of the Merger or consented thereto Merger, has perfected such holder’s right to an appraisal of such holder’s shares in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 the applicable provisions of the DGCL and has not effectively withdrawn or lost such right to appraisal or is entitled to and properly exercises dissenters rights pursuant to, and complies with, Chapter 13 of the CGCL (the each, a “Dissenting SharesShare”) will ), shall not be converted into a or represent the right to receive Parent Shares pursuant to Section 2.01(c) and such number of Parent Shares shall revert to Parent, but the Merger Considerationholder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL and the CGCL; provided, unless such holder fails to perfect or withdraws or otherwise loses hishowever, her or its right to appraisal. From and after that any Dissenting Share held by a person at the Effective Time, a stockholder Time who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessshall, after the Effective Time, such holder fails to perfect withdraw the demand for appraisal or withdraws or loses his, her or its lose the right to of appraisal, in which either case such Shares will pursuant to the DGCL, shall be treated deemed to be converted into, as if they had been converted into of the Effective Time, the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender appropriate number of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, Parent Shares pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares2.01(c). (bii) The Company shall give Parent (ix) prompt written notice of any written demands for appraisal (including copies of such demands)appraisal, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to the applicable provisions of the DGCL or CGCL relating to the appraisal process received by the Company relating to rights of appraisal, and (iiy) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL or CGCL, as applicable. Except with the prior written consent of Parent (The Company will not to be unreasonably withheld, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or and will not, except with the prior written consent of Parent, settle or offer to settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing demands and who has duly demanded perfects such holder’s appraisal rights under and otherwise complied in all respects with Section 262 of the DGCL Delaware Law (collectively, the “Dissenting Shares”) will shall not be converted into or represent a right to receive the Merger Considerationapplicable consideration for Company Common Stock set forth in Section 1.6 hereof, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereof shall only be entitled to such Sharesrights as are provided by Delaware Law. (b) Notwithstanding the provisions of Section 1.8(a) hereof, except those provided under Section 262 of the DGCL. A if any holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her shall effectively withdraw or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails lose (through failure to perfect or withdraws or loses hisotherwise) such holder’s appraisal rights under Delaware Law, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such Shares will event, such holder’s shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeconsideration for Company Common Stock, as applicable, set forth in Section 1.6 hereof, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisalDelaware Law, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (Parent, which consent shall not to be unreasonably withheld, delayed or conditioned)and following the Effective Time, Parent and the Company Surviving Corporation shall not, except with the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld, make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands 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) reasonably incurs any other costs or expenses (including specifically, but without limitation, reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for appraisal. such shares) (c) The Proxy Statement together “Dissenting Share Payments”), Parent shall include a notice complying with be entitled to recover under the provisions terms of Section 262 7.2 hereof the amount of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect such Dissenting Share Payments without regard to the Merger and a copy of the provisions of Threshold Amount (as defined in Section 262 of the DGCL7.4(a) hereof).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b) and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has duly demanded properly exercised appraisal under and otherwise complied rights of such shares in all respects accordance with Section 262 of the DGCL Delaware Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will Consideration but instead shall be entitled to receive payment of the appraised value of such Shares held by him, her or it shares in accordance with Section 262 of the DGCL, unlessDelaware Law; provided that if, after the Effective Time, such holder fails to perfect or perfect, withdraws or otherwise loses his, her or its such holder’s right to appraisalappraisal pursuant to Delaware Law, in which case such Shares will shares of Company Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration at the Effective Timein accordance with Section 2.02(a), without interest thereon, upon surrender of certificates (such Certificate formerly representing such share or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value transfer of such Dissenting Shares. (b) Uncertificated Share, as the case may be, in compliance with Section 2.03. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to rights of appraisalthe Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and (ii) Parent shall have the opportunity and right to direct participate in and control all negotiations and proceedings with respect to such demands for appraisalunder Delaware Law consistent with the obligations of the Company thereunder. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands for appraisal. (c) The Proxy Statement demands. From and after the Effective Time, a holder of Dissenting Shares shall include a notice complying with the provisions of Section 262 not be entitled to exercise any of the DGCL concerning the voting rights or other rights of the stockholders an equity owner of the Surviving Company to exercise appraisal rights with respect to the Merger and or of a copy stockholder of the provisions of Section 262 of the DGCLParent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied properly exercised dissenters’ rights in all respects accordance with Section 262 Chapter 13 of the DGCL CGCL (the “Dissenting Shares”), shall be entitled to receive payment of the “fair market value” of such Dissenting Shares (determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation in consequence of the proposed merger) will not held by them in accordance with the provisions of such Chapter 13, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Shares under such Chapter 13 shall thereupon be deemed to have been converted into a and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses hiswithout any interest thereon, her or its right to appraisal. From and after upon surrender, in the Effective Timemanner provided in Section 2.1 (a), a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the certificate or certificates that formerly evidenced such Dissenting Shares. The Company shall serve prompt notice to Parent of any demands for appraisal of any Shares, attempted withdrawals of such notices or the Surviving Corporation demands and any other negotiations, petitions and proceedings with respect to such Shares, except those provided under Section 262 of the DGCLdemands. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. Except with appraisal or dissenters’ rights and the Company shall not, without the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders demands. All fees and expenses of the Company relating to exercise appraisal rights all negotiations, petitions and proceedings with respect to the Merger and a copy of the provisions of Section 262 of the DGCLdemands for appraisal or dissenters’ rights shall be paid by Parent.

Dissenting Shares. In the event that one or more stockholders ("Dissenting Stockholders") of Liberty shall demand the fair value of their shares of Liberty pursuant to Sections 3-201 through 3-213 of the MGCL (the "MGCL Dissenters Law"), the following provisions shall apply: (a) Notwithstanding anything in The obligations of the Purchaser and the Seller under this Agreement to Contract shall each be conditioned upon the contrary, Shares outstanding immediately prior to the Effective Time and amount of shares held by Dissenting Stockholders (such shares, the "Dissenting Shares"), expressed as a holder who has not voted in favor percentage of total outstanding shares of Liberty and measured at the time of the Merger or consented thereto in writing Liberty stockholders meeting for approval of this transaction (the "Dissenting Shares Percentage Amount"), being no greater than 3%. Notwithstanding the foregoing, neither party shall be permitted to assert such condition if the other party provides a written agreement (an "Excess Dissenting Shares Agreement") to satisfy any and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 obligations of the DGCL ("successor" under the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation MGCL Dissenters Law with respect to such Shares, except those provided under Section 262 of the DGCL. A holder an amount of Dissenting Shares will be entitled equivalent to receive payment the excess of the appraised value Dissenting Shares Percentage Amount over 3%. Liberty shall promptly notify Purchaser of the Dissenting Shares Percentage Amount following its stockholder meeting. In the event of the failure of such Shares held by himcondition, her this Contract shall thereupon terminate and be of no further force or it in accordance with Section 262 of effect, the DGCLXxxxxxx Money shall be returned to Purchaser, unlessand neither party shall thereupon have any further rights, after the Effective Time, such holder fails to perfect duties or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates obligations hereunder. (or affidavits of loss in lieu thereof b) Except as provided in Section 2.4(f)) or book-entry shares, any Excess Dissenting Shares Agreement provided by Purchaser pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent 29(a), Liberty and Seller shall, at their own cost and expense, satisfy any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment all obligations of the "successor" under the MGCL Dissenters Law with respect to all Dissenting Shares (including, without limitation, any obligations of the "successor" to (i) provide notice to "objecting stockholders" under Section 3-207 of the MGCL, and (ii) make payment for the fair market value of all Dissenting Shares). (c) If, due to any breach of Section 29(b) or due to any applicable law preventing the obligations of the "successor" under the MGCL Dissenters Law to be satisfied by Seller and Liberty as contemplated by Section 29(b), any obligations of the "successor" under the MGCL Dissenters Law are satisfied by the Purchaser, then Liberty and Seller shall (i) immediately following any payment by Purchaser with respect to any Dissenting Shares, purchase such Dissenting Shares from Purchaser at a purchase price equal to the payment made for such Dissenting Shares by Purchaser, and (ii) reimburse Purchaser for any reasonable third party costs and expenses incurred by Purchaser in connection with satisfying such obligations. Notwithstanding the foregoing, Seller and Liberty shall not be required to reimburse Purchaser for any obligations assumed by Purchaser under an Excess Dissenting Shares Agreement. In connection with any offer to purchase Dissenting Shares made by Purchaser, Purchaser and Seller shall use good faith efforts to agree on an appropriate purchase price to be offered for such Dissenting Shares. (bd) The Company obligations of Seller and Liberty under Sections 29(b) and (c) shall give Parent be secured by an amount (the "Restricted Amount") placed in a newly established segregated bank account of Seller at a bank reasonably satisfactory to the Purchaser (the "Restricted Account"). A portion of the Purchase Price payment delivered at the Closing equal to the Restricted Amount shall be used to fund the Restricted Account. Seller shall maintain ownership of the Restricted Account and shall not disburse any funds from the Restricted Account unless and until ten days after receipt by Purchaser of a written certification from an executive officer of Liberty to the effect that no Dissenting Shares remain outstanding and all liabilities of the "successor" under the MGCL Dissenters Law have been satisfied (unless, within such ten day period, the Purchaser shall dispute such written certification in writing, in which case the Restricted Amount shall only be disbursed upon a court order or the written agreement of the Purchaser and the Seller). Such certification shall be accompanied by reasonable evidence of the satisfaction of such liabilities (e.g., copies of cancelled share certificates and written receipts for share payments). The Restricted Amount shall be equal to the product of (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received the Dissenting Shares Percentage Amount multiplied by the Company relating to rights of appraisal, and (ii) the opportunity product of (A) .299 and (B) the sum of (1) the difference obtained by subtracting the aggregate amount of long-term indebtedness to direct all negotiations and proceedings with respect to demands for appraisal. Except be repaid in connection with the prior written consent transactions contemplated hereby from the Purchase Price, and (2) the difference obtained by subtracting the aggregate amount of Parent long-term indebtedness associated with Seller's remaining assets from the fair value of such remaining assets (not to be unreasonably withheld, delayed or conditionedas reasonably determined by Seller and calculated without duplication of items in clause (1), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal). (ce) The Proxy Statement Seller, Liberty and the Purchaser shall include each reasonably cooperate to effect any payments of fair value to Dissenting Stockholders pursuant to the MGCL Dissenters Law in as efficient a notice complying manner as possible. Seller and Liberty acknowledge that U-Store-It Trust, an affiliate of the Purchaser, intends to qualify as a real estate investment trust ("REIT") for federal income tax purposes. Accordingly, Seller and Liberty shall cooperate with the provisions Purchaser, and take all such actions as the Purchaser may reasonably request (including, if requested by the Purchaser, effecting transfers of Section 262 Dissenting Shares from the Purchaser to a taxable REIT subsidiary of the DGCL concerning Purchaser on the rights stock transfer books of Liberty), to ensure that the stockholders of transactions contemplated by this Section 29 are consistent with the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLapplicable requirements for REITs.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Converted Shares) and that are held by a holder holders of such Shares who has have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has duly demanded have properly exercised appraisal under rights with respect thereto in accordance with, and otherwise who have complied in all respects with with, Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a the right to receive the Merger Consideration, unless and holders of such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised fair value of such Dissenting Shares held by him, her or it in accordance with the provisions of such Section 262 of unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL, unless. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses hissuch right, her or its right to appraisal, in which case such Dissenting Shares will thereupon be treated as if they had been converted into and had become exchangeable for, at the Effective Time, the right to receive the Merger Consideration at Consideration, without any interest thereon. At the Effective Time, without interest thereonany holder of Dissenting Shares shall cease to have any rights with respect thereto, upon surrender except the rights provided in Section 262 of certificates (or affidavits of loss in lieu thereof the DGCL and as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4the previous sentence. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall will give Parent (i) reasonably prompt written notice of any written demands received by the Company for appraisal (including copies appraisals of Shares, withdrawals of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights Section 262 of appraisal, the DGCL and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch notices and demands. Except Parent shall have the right to direct and control all negotiations and proceedings with respect to any such demands, withdrawals or attempted withdrawals of such demands; provided that, after the date hereof until the Effective Time, Parent shall consult with the Company with respect to such negotiations and proceedings. The Company shall not, except with the prior written consent of Parent, and prior to the Effective Time, Parent (not to be unreasonably withheldshall not, delayed or conditioned)except with the prior written consent of the Company, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or compromise, or settle or compromise, any such demands demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal. (c) The Proxy Statement shall include a notice complying appraisal or otherwise to comply with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything contained in this Agreement to the contrarycontrary and to the extent provided under applicable law, Shares issued and outstanding immediately prior to the Effective Time as to which the holder takes, or forbears from taking, such actions as required to satisfy the requirements for perfecting dissenters' rights set forth in Chapter 23B.13 of the WBCA and held by a holder who has not voted in favor of the Merger effectively withdrawn, waived or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL lost its dissenters' rights (the “Dissenting Shares”) will "DISSENTING SHARES"), shall not be converted into a the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisalPrice. From and after At the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder by virtue of the Company or Merger and without any action on the Surviving Corporation with respect part of the holder thereof, all Dissenting Shares shall be cancelled and shall cease to such Shares, except exist and shall represent the right to receive only those rights provided under Section 262 of the DGCLWBCA. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, any holder of Dissenting Shares is not entitled to payment under Chapter 23B.13, then each Dissenting Share owned by such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shall be treated as if they it had been converted into the right to receive the Merger Consideration at Price as of the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give promptly notify Parent (i) prompt written notice upon the receipt of any written demands for appraisal (including copies under Chapter 23B.13 of such demands), attempted the WBCA and any withdrawals of such demands and or any other instruments received by actions or failure to take actions that result in the Company relating to rights loss or waiver of appraisaldissenters' rights, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands. The Company shall not settle, offer to settle or make any payment with respect to such demands for appraisal. Except with the unless it receives prior written consent of Parent (from Parent, not to be unreasonably withheld, delayed conditioned or conditioned)delayed, or unless it is required to do so under the Company shall not make any payment with respect WBCA. Any amount payable to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement holder of Dissenting Shares shall include a notice complying be paid in accordance with the provisions WBCA solely by the Surviving Corporation out of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLits own funds.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares any shares of Company Capital Stock outstanding immediately prior to the First Merger Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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 which the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the DGCL“Dissenting Shares”), unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will shall not be treated as if they had been converted into the or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.6(b)(i) or Section 1.6(b)(iv), as applicable, but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.6(b)(iii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the First Merger Consideration at Effective Time and the Effective Timeoccurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive, upon surrender of the certificate representing such shares, upon the terms set forth in this Section 1.6 and throughout this Agreement (including the indemnification and escrow provisions set forth in Article VII), the consideration for Company Capital Stock set forth in Section 1.6(b)(i) or Section 1.6(b)(iv), as applicable, without interest thereon. After the Closing, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with give the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. Stockholder Representative (b) The Company shall give Parent (iA) prompt written notice of any written demands demand for appraisal received by Parent and/or any of its Affiliates (including copies the First Merger Surviving Corporation) pursuant to the applicable provisions of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, Delaware Law and (iiB) the opportunity to direct control all negotiations and proceedings with respect to demands for appraisalsuch demands. Except with Neither Parent nor any of its Affiliates (including the prior written consent of Parent (not to be unreasonably withheld, delayed or conditionedFirst Merger Surviving Corporation), on the Company one hand, nor the Stockholders Representative, on the other hand, shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with without the provisions of Section 262 prior written consent of the DGCL concerning other party, such consent not to be unreasonably withheld. After the rights Closing, any communication to be made by Parent and/or any of its Affiliates (including the stockholders of First Merger Surviving Corporation), on the Company one hand, and the Stockholders Representative, on the other hand, to exercise appraisal rights any such demanding Stockholder with respect to such demands shall be submitted to the Merger other party in advance and a copy of shall not be presented to any such demanding Stockholder prior to such Person receiving the provisions of Section 262 of the DGCLother party’s written consent, such consent not to be unreasonably withheld.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder who has not voted in favor of for the Merger or consented thereto and who shall have demanded properly in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 for such shares of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it Common Stock in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder's appraisal rights under Delaware Law (collectively, the DGCL"DISSENTING SHARES") shall not be converted into or represent a right to receive the applicable consideration for Company Common Stock set forth in SECTION 1.6 hereof, unlessbut the holder thereof shall only be entitled to such rights as are provided by Delaware Law. (b) Notwithstanding the provisions of SECTION 1.7(a) hereof, after the Effective Time, such if any holder fails of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or withdraws or loses hisotherwise) such holder's appraisal rights under Delaware Law, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such Shares will event, such holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeconsideration for Company Common Stock, as applicable, set forth in SECTION 1.6 hereof, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisalDelaware Law, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands 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 (excluding payments for appraisal. such shares) (c) The Proxy Statement together "DISSENTING SHARE PAYMENTS"). Dissenting Share Payments paid or incurred prior to Closing Date are referred to herein as "PRE-CLOSING DISSENTING SHARE PAYMENTS" and shall include a notice complying with be deducted from the provisions Closing Consideration as provided in SECTION 1.6(a)(VI). Dissenting Share Payments paid or incurred after the Closing Date are referred to herein as "POST-CLOSING DISSENTING SHARE PAYMENTS" which Parent shall be entitled to recover under the terms of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL7.2 hereof.

Dissenting Shares. (a) Notwithstanding anything If, in this Agreement connection with the Merger, holders of Company Stock are entitled to appraisal rights pursuant to the contraryDelaware Law or, Shares outstanding immediately prior if applicable, dissenters' rights pursuant to Section 1300 et seq. of the Effective Time and California Law, any shares of Company Stock held by a holder Company Stockholders who has not voted in favor of the Merger or consented thereto in writing exercise and who has duly demanded perfect such appraisal under and otherwise complied in all respects with Section 262 of the DGCL rights or, if applicable, dissenters' rights (the “"Dissenting Shares”") will shall not be converted into a right to receive the Merger Considerationshares of Acquirer Common Stock and cash as provided in Section 2.2.2, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will but shall be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof such consideration as provided in Section 2.4(f)) or book-entry shares, may be determined to be due with respect to such Dissenting Shares pursuant to Section 2.4the Delaware Law or, if applicable, the California Law. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent Acquirer prompt notice (iand in no event more than two business days) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments demand received by the Company relating to rights for appraisal of appraisalCompany Stock or notice of exercise of a Company Stockholder's dissenters' rights, and (ii) Acquirer shall have the opportunity right to direct control all negotiations and proceedings with respect to demands for appraisalany such demand. Except The Company agrees that, except with the Acquirer's prior written consent of Parent (not to be unreasonably withheldconsent, delayed or conditioned), the Company it shall not voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands demand for appraisal. (c) The Proxy Statement shall include appraisal or exercise of dissenters' rights. In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect his appraisal rights or dissenters' rights or otherwise loses his status as a notice complying with holder of Dissenting Shares, Acquirer shall, as of the later of the Effective Time or ten business days from the occurrence of such event, issue and deliver, upon surrender by such Company Stockholder of its Company Certificate or Certificates, the cash amount, if any, without interest thereon, and the shares of Acquirer Common Stock which such Company Stockholder would have been entitled under Section 2.2.2, subject to the provisions of Section 262 2.2.4 (regarding cancellation of Company-owned stock), Section 2.2.5 (regarding the elimination of fractional shares of Acquirer Common Stock), Section 2.2.6 (regarding the continuation of vesting and repurchase rights) and Section 2.6 (regarding the withholding of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLEscrow Fund).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such holder's 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of Delaware Law, and who, as of the DGCLEffective Time, unlesshas not effectively withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted ----------------- into or represent a right to receive Buyer Common Stock pursuant to Section 1.6, but the holder of the Dissenting Shares shall only be entitled to such rights as are granted by Delaware Law. (b) Notwithstanding the provisions of Section 1.12(a), if any Company Stockholder who demands his appraisal rights with respect to such shares under Section 1.12(a) shall effectively withdraw or lose (through failure to perfect or otherwise) his rights to receive payment for such shares under Delaware Law, then, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Buyer Common Stock 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 holder fails to perfect or withdraws or loses his, her or its right to appraisal, time Buyer will deposit in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, escrow created pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any Escrow Agreement additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to Certificates representing such stockholder who shall have withdrawn or lost such right to obtain payment holder's Pro Rata Portion of the fair market value of such Dissenting Escrow Shares. (bc) The Company shall give Parent Buyer (i) prompt written notice of any written demands for payment with respect to any shares of capital stock of the Company pursuant to the appraisal (including copies rights under Delaware Law, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating to rights of appraisal, and (ii) the opportunity to direct participate at its own expense in all negotiations and proceedings with respect to demands for appraisalappraisal rights under Delaware Law. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldBuyer, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle rights with respect to Company Common Stock or offer to settle or compromise any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing such Shares (“Dissenting Shares”) pursuant to, and who has duly demanded appraisal under and otherwise complied complies in all respects with with, Section 262 of the DGCL (the “Dissenting SharesDissenters Provisions”) will shall not be converted into a the right to receive Merger Consideration as provided in Section 2.1(c) but shall be cancelled and cease to exist and the Merger Considerationholder or holders of such Dissenting Shares shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the Dissenters Provisions; provided, unless however, that if any such holder fails shall fail to perfect or withdraws otherwise shall waive, withdraw, or otherwise loses his, her or its lose the right to appraisal. From and after an appraisal of such holder’s Shares under the Effective TimeDissenters Provisions, a stockholder who has properly exercised then the right of such appraisal rights will not have any rights of a stockholder of holder to be paid the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised fair value of such holder’s Dissenting Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, shall cease and such holder fails Dissenting Shares shall be deemed to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had have been converted into the right to receive the Merger Consideration at Consideration, less any amounts required to be withheld under applicable Laws, as of the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof Time as provided in Section 2.4(f2.1(c)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give prompt notice to Parent (i) prompt written notice of any written demands received by the Company for appraisal (including copies rights in respect of such demands)any Shares, attempted any withdrawals of such demands and any other instruments received by instrument served on the Company relating to rights of appraisalunder the DGCL. It is agreed that Parent, after consulting with the Company and considering the Company’s views in good faith, shall make all decisions, lead all discussions, negotiations and other proceedings, and (ii) coordinate all activities, any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought in connection with such demands, withdrawals or instruments, including determining the opportunity manner in which to direct contest or otherwise respond, by litigation or otherwise, to objections to, administrative or judicial actions or proceedings in connection with any of the foregoing. At Parent’s request, the Company agrees to take all negotiations actions Parent reasonably deems prudent and proceedings to otherwise assist Parent in connection with respect to demands for appraisalsuch demands, withdrawals or instruments. Except with The Company shall not, without the prior written consent of Parent (not Parent, make or offer to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or compromise, or offer to settle or compromise, any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 demand, or agree to do any of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLforegoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of Company Stock that are outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor Company Stockholders as of the Merger or consented thereto Effective Time who have exercised and perfected appraisal rights for such shares of Company Stock in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 of the DGCL and who, as of the Effective Time, have neither effectively withdrawn nor lost their right to such appraisal (collectively, the “Dissenting Shares”"DISSENTING SHARES") will shall not be converted into a or represent the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisalConsideration (as defined in SECTION 10.02(a) below). From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Such Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will Stockholders shall be entitled to receive payment of the appraised value of such shares of Company Stock held by them in accordance with DGCL, except that all Dissenting Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails Company Stockholders who shall have failed to perfect or withdraws who effectively shall have withdrawn or loses his, her or its right lost their rights to appraisal, in which case appraisal of such Shares will shares of Company Stock under DGCL shall thereupon be treated as if they had deemed to have been converted into into, and to have become exchangeable for, as of the occurrence of such event, the right to receive the Merger Consideration at the Effective Timeprovided by SECTION 2.01, without any interest thereon, upon surrender of certificates (or affidavits of loss surrender, in lieu thereof as the manner provided in Section 2.4(f)) or book-entry sharesSECTION 2.02, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value Certificates that formerly evidenced such shares of such Dissenting SharesCompany Stock. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands)received by the Company, attempted withdrawals of such demands received by the Company, and any other related instruments served pursuant to DGCL and received by the Company relating to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under DGCL. Except The Company shall not, except with the prior written consent of Parent (which shall not to be unreasonably withheld, delayed withheld or conditioneddelayed), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands. Except as provided in SECTION 2.05(a), holders of Dissenting Shares shall not be entitled to receive their Merger Consideration and such Merger Consideration shall be retained by Parent. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything If, in this Agreement to connection with the contraryMerger, Shares outstanding immediately prior to the Effective Time holders of Company Capital Stock shall have demanded and held by a holder who has not voted perfected their appraisal rights in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 of the DGCL (the “Delaware Law, none of such Dissenting Shares”) will not Shares shall be converted into a right to receive that portion of the Merger ConsiderationTotal Consideration otherwise payable to the holder of such Dissenting Shares as provided in Sections 2.1(c)(i) and 2.1(c)(ii), unless such holder fails to perfect or withdraws or otherwise loses his, her or its but shall instead be converted into the right to appraisal. From and after the Effective Time, a stockholder who has properly exercised receive such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation consideration as may be determined to be due with respect to such Shares, except those provided under Section 262 of the DGCLDissenting Shares pursuant to Delaware Law. A Each holder of Dissenting Shares will be who, pursuant to the provisions of Delaware Law, becomes entitled to receive payment of the appraised fair value of such Shares held by him, her or it shares shall receive payment therefor in accordance with Section 262 of the DGCL, unless, Delaware Law (but only after the Effective Time, such holder value therefor shall have been agreed upon or finally determined pursuant to Delaware Law). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Capital Stock or withdraws or loses hisany Dissenting Shares shall otherwise lose their status as Dissenting Shares, her or its right to appraisal, in which case then any such Shares will shares shall immediately be treated as if they had been converted into the right to receive the Merger Consideration consideration issuable pursuant to Sections 2.1(c)(i) and 2.1(c)(ii) in respect of such shares as if such shares had never been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided promptly as reasonably practicable after) the applicable time or times specified in Section 2.4(f)2.6, following the satisfaction of the applicable conditions set forth in Section 2.6, the portion of the Total Consideration to which such Company Stockholder would have been entitled under Sections 2.1(c)(i) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit and 2.1(c)(ii) with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable respect to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) shares. The Company shall give Parent prompt notice (iand in no event more than two Business Days) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments demand received by the Company relating to for appraisal of Company Capital Stock or notice of exercise of a Company Stockholder’s appraisal rights of appraisalin accordance with Delaware Law. The Company agrees that, and (ii) the opportunity to direct all negotiations and proceedings except with respect to demands for appraisal. Except with the Parent’s prior written consent of Parent (not to be unreasonably withheldconsent, delayed or conditioned), the Company it shall not voluntarily make any payment or offer to make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands demand for appraisal. (c) The Proxy Statement shall include a notice complying with appraisal or exercise of appraisal rights. In the provisions of Section 262 event that more than 2% of the DGCL concerning holders of Company Capital Stock assert dissenters rights, Parent shall have the rights of right to terminate the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLAgreement.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares at the Effective Time, any issued and outstanding shares of Company Common Stock ("Dissenting Shares") held by a Dissenting Stockholder (as defined below) shall not be converted into the Per Share Merger Consideration but shall be converted into or represent the right to receive only such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 and the other applicable provisions of the DGCL; provided, however, that each share of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unlessStockholder who, after the Effective Time, such holder loses or fails to perfect his or withdraws or loses his, her or its right to of appraisal, in which case such Shares will pursuant to the DGCL, shall be treated deemed to be converted as if they had been converted of the Effective Time into the right to receive the Per Share Merger Consideration at the Effective TimeConsideration, without any interest thereon. As used in this Agreement, upon surrender the term "Dissenting Stockholder" means any record holder or beneficial owner of certificates (shares of Company Common Stock other than the Parent or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit its affiliates who complies with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment all provisions of the fair market value DGCL concerning the right of holders of such Dissenting Sharesstock to dissent from the Merger and obtain fair value for their shares. (b) The Company shall give Parent Holdings (i) prompt written notice of any written demands for appraisal (including copies pursuant to the applicable provisions of such demands), attempted the DGCL received by the Company and of any withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalthereto. (c) The Proxy Statement shall include a notice complying with the provisions Parent on behalf of itself and its affiliates hereby waives any and all rights held by it or its affiliates to demand payment for fair value and any other rights under Section 262 of the DGCL concerning or similar provisions of applicable law in connection with the rights Merger and the other transactions contemplated hereby in respect of the stockholders any Company Common Stock or Company Preferred Stock or any other capital stock of the Company to exercise appraisal rights with respect to or any Subsidiary now or hereafter owned by the Merger and a copy of the provisions of Section 262 of the DGCLParent or its affiliates.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Common Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a holder the Company’s stockholders who has not shall have neither voted in favor of the Merger or adoption of this Agreement nor consented thereto in writing and who has duly shall have properly and validly demanded their statutory rights of appraisal under and otherwise complied in all respects respect of such Company Common Shares in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails Consideration pursuant to perfect or withdraws or otherwise loses his, her or its right to appraisal‎‎Section 2.02(a). From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Such Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares held by him, her or it in accordance with the provisions of Section 262 of the DGCL, unlessexcept that all Dissenting Company Shares held by Company stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates the Certificates or Uncertificated Shares that formerly evidenced such Company Common Shares in the manner provided in ‎Section 2.03 (or affidavits in the case of loss a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit accordance with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment provisions of the fair market value of such Dissenting Shares‎‎Section 2.09). (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies received by the Company, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating in respect of Dissenting Company Shares. Parent shall have the right to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings Proceedings with respect to demands for appraisalappraisal pursuant to the DGCL in respect of Dissenting Company Shares. Except The Company may not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalin respect of Dissenting Company Shares. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Skipping Stone Common Stock held by a holder who has not voted demanded and perfected appraisal or dissenters' rights for such shares in favor accordance with Delaware Law and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded lost such appraisal under and otherwise complied in all respects with Section 262 of the DGCL or dissenters' rights (the “Dissenting Shares”"DISSENTING SHARES") will shall not be converted into or represent a right to receive Merger Shares (if any) pursuant to Section 1.3 hereof, but the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will thereof shall only be entitled to receive payment of the appraised value of such Shares held rights as are granted by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting SharesDelaware Law. (b) The Company Notwithstanding the provisions of Section 1.9(a) above, if any holder of shares of Skipping Stone Common Stock who is otherwise entitled to exercise dissenters' rights under Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) such dissenters' rights, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Merger Shares (if any) pursuant to Section 1.3 hereof, without interest on the payment and subject to the provisions of this Article I, upon surrender of the certificate representing such shares. (c) Skipping Stone shall give Parent (i) prompt written notice of any written demands for appraisal (including copies the exercise of dissenters' rights in respect of any shares of Skipping Stone Common Stock, any withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law (including without limitation instruments concerning appraisal or dissenters' rights) and received by the Company relating to rights of appraisal, Skipping Stone and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except Skipping Stone shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle the exercise of dissenters' rights in respect of any shares of Skipping Stone Common Stock or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by a holder shareholder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 the applicable provisions of the DGCL NMBCA (the “Dissenting Shares”) will shall not be converted into a right to receive the Merger Consideration, unless such holder shareholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder shareholder who has properly exercised such appraisal rights will shall not have any rights of a stockholder shareholder of the Company or the Surviving Corporation Entity with respect to such Sharesshares of Company Stock, except those provided under Section 262 applicable provisions of the DGCLNMBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A holder of Dissenting Shares will Shareholder shall be entitled to receive payment of the appraised value of such Shares held by him, her or it each share of Company Stock in accordance with Section 262 the applicable provisions of the DGCLNMBCA, unless, after the Effective Time, such holder shareholder fails to perfect or withdraws or loses his, her or its the right to appraisal, in which case such Shares will shares of Company Stock shall be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Time(and any cash in lieu of fractional shares pursuant to Section 2.04 and any dividends and other distributions pursuant to Section 2.08(d)) for such shares, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, the shareholder’s Certificates pursuant to Section 2.42.08. Parent shall promptly deposit with have the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands)participate in all discussions, attempted withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. Except Company shall not, except with the prior written consent of Parent (not Parent, voluntarily make, or offer to be unreasonably withheldmake, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands demand for appraisal. (c) The Proxy Statement . Company shall include not waive any failure to timely deliver a notice complying with written demand for appraisal or the provisions taking of Section 262 of the DGCL concerning the rights of the stockholders of the Company any other action by such Dissenting Shareholder as may be necessary to exercise perfect appraisal rights with under the NMBCA. Any payments made in respect to of Dissenting Shares shall be made by Parent as the Merger and a copy of the provisions of Section 262 of the DGCLSurviving Entity.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company capital stock held by a holder who has not voted in favor of the Merger properly exercises and perfects dissenters’ or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to for such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it shares in accordance with Section 262 of the DGCLDGCL or Chapter 13 of the CGCL or and who does not effectively withdraw or lose such dissenters’ or appraisal rights (“Dissenting Shares”), unlessshall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 1.6, after but the Effective Timeholder thereof shall only be entitled to such rights as are expressly specified in Section 262 of the DGCL or Chapter 13 of the CGCL. (b) Notwithstanding the provisions of the preceding subparagraph (a), if any holder of Dissenting Shares shall effectively withdraw or lose such holder’s dissenters’ or appraisal rights (by failing to properly perfect the same or otherwise), then, as of the occurrence of such event, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will holder’s shares of Company capital stock automatically shall be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeas provided in Section 1.6, without interest thereon, upon surrender of the certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent and the Stockholder Agent (as defined in Section 7.2(h)) (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisal, the DGCL or the CGCL and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. 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 from the Escrow Fund (cas defined below) The Proxy Statement shall include a notice complying with pursuant to the provisions of Section 262 Article VII hereof the aggregate amounts by which any such Dissenting Shares payments exceed the aggregate Merger Consideration that otherwise would have been payable in respect of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLsuch shares.

Dissenting Shares. (a) Notwithstanding anything in any provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder who has not voted exercised such holder's dissenters' rights in favor accordance with the CGCL and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL lost such dissenters' rights (the “"Dissenting ---------- Shares”) will "), shall not be converted into or represent a right to receive the Merger ------ Consideration, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Dissenting Shares shall only be entitled to such rights as are granted by the CGCL. (b) Notwithstanding the provisions of subsection (a) above, if any holder of shares of Company or the Surviving Corporation Common Stock who demands dissenters' rights with respect to such Shares, except those provided under Section 262 of shares shall effectively withdraw or lose (through the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails failure to perfect or withdraws otherwise) such holder's dissenters' rights under the CGCL, then, as of the Effective Time or loses histhe occurrence of such event, her or its right to appraisal, in which case such Shares will holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof the applicable Certificate(s) as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Sharesherein. (bc) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies payment with respect to any shares of such demands)Company Common Stock pursuant to dissenters' rights, attempted and any withdrawals of such demands or losses of such rights, and any other instruments received by served pursuant to the Company relating to rights of appraisalCGCL, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisaldissenters' rights. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle dissenters' rights or offer to settle or settle any such demands for appraisaldemands. (cd) The Proxy Statement shall include a notice complying with If Parent is not required under the provisions of Section 262 CGCL to obtain the approval of the DGCL concerning the rights of the stockholders other shareholders of the Company in order to exercise appraisal rights with respect to effect the Merger and effects the Merger without holding a copy meeting of the provisions of Section 262 of shareholders, then, prior to consummating the DGCLMerger, Parent will provide notice, as required by the CGCL, that the Merger will become effective on or after a specified date and that shareholders are entitled to exercise their dissenters' rights.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Common Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a holder stockholder of the Company who has not shall have neither voted in favor of the Merger or adoption of this Agreement nor consented thereto in writing and who has duly shall have properly and validly demanded their statutory rights of appraisal under and otherwise complied in all respects respect of such Company Common Shares in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails Consideration pursuant to perfect or withdraws or otherwise loses his, her or its right to appraisal‎‎Section 2.02(a). From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Such Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares held by him, her or it in accordance with the provisions of Section 262 of the DGCL, unlessexcept that all Dissenting Company Shares held by stockholders of the Company who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates the Certificates or transfer of the Uncertificated Shares, as applicable, that formerly evidenced such Company Common Shares in the manner provided in ‎Section 2.03 (or affidavits in the case of loss a lost, stolen or destroyed Certificate, upon delivery of an affidavit in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit accordance with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment provisions of the fair market value of such Dissenting Shares‎Section 2.08). (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands)received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating in respect of Dissenting Company Shares. Parent shall have the right to rights of appraisal, and participate (iiat its expense) the opportunity to direct in all negotiations and proceedings Proceedings with respect to demands for appraisalappraisal pursuant to the DGCL in respect of Dissenting Company Shares. Except The Company may not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalin respect of Dissenting Company Shares. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Target Common Stock or Target Preferred Stock held by a holder who has not voted in favor of exercised, or who still has the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Considerationexercise, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal holder's dissenter's 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of Delaware Law ("Dissenting Shares"), shall not be converted into or represent a right to receive Acquiror Common Stock pursuant to Section 2.1, but the DGCLholder of the Dissenting Shares shall only be entitled to such rights as are granted by Section 262 of Delaware Law. (b) Notwithstanding the provisions of Section 2.3(a), unless, after if any holder of shares of Target Common Stock or Target Preferred Stock who does not vote in favor of the Effective Time, Merger Agreement or who demands his dissenter's rights with respect to such holder fails shares under Section 2.1 shall effectively withdraw or lose (through failure to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right otherwise) his rights to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of for the fair market value of such Dissenting Sharesshares under Delaware Law, then, as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive Acquiror Common Stock and payment for fractional shares as provided in Section 2.1(c) and 2.6, 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 the fair market value of such shares after the Effective Time, then, at such time Acquiror will deposit in escrow certificates representing 10% of the shares of Acquiror Common Stock which such holder would otherwise be entitled to receive. (bc) The Company Target shall give Parent Acquiror (i) prompt written notice of any written demands for appraisal (including copies payment with respect to any shares of capital stock of Target pursuant to Section 262 of Delaware Law, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating to rights of appraisal, Target and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisaldissenter's rights under Delaware Law. Except Target shall not, except with the prior written consent of Parent (not to be unreasonably withheldAcquiror, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal dissenter's rights with respect to Target Common Stock or settle Target Preferred Stock or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares shares of Company Common Stock or Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by a holder any stockholder who has not voted in favor of is entitled to demand and properly demands the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL for such shares (the “Dissenting Shares”) will not be converted into a right to receive pursuant to, and in compliance in all respects with, the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights provisions of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCLDGCL (“Section 262”) shall not be converted into, or represent the right to receive, the Merger Consideration to which the holder thereof is entitled pursuant to this Agreement. A holder of Dissenting Shares will Any such stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262; provided, however, that all Dissenting Shares held by him, her any stockholder who shall have failed to perfect or it in accordance with who otherwise shall have withdrawn or lost such stockholder’s rights to appraisal of such shares under Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at to which the Effective Timeholder thereof is entitled pursuant to this Agreement, without any interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as the manner provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment 2.02 of the fair market value of Certificate or Certificates that formerly evidenced such Dissenting Sharesshares. (b) The Company shall comply in all respects with Section 262 including, without limitation, subsection (d) thereof. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisal (including copies of such demands)any shares of its capital stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (not Parent, make any payment or agree to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with Upon the provisions final resolution of any appraisal procedure pursuant to Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to Dissenting Shares, to the extent that the fair value as finally determined pursuant to Section 262 is less than the Merger and a copy of Consideration to which the provisions of Section 262 of holder thereof is entitled pursuant to this Agreement, the DGCLExchange Agent shall pay such excess amount to the Company Stockholders in accordance with their Pro Rata Percentage.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a Stockholder who demands and perfects appraisal or dissenters’ rights for such shares in accordance with the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters’ rights (collectively, “Dissenting Shares”), shall not be converted into or represent the right to receive any portion of the Merger Consideration pursuant to Section 1.6 or Section 1.7, but the holder thereof shall only be entitled to such rights as are granted by the DGCL. (b) If any Stockholder who holds Dissenting Shares outstanding immediately prior as of the Effective Time effectively withdraws or loses (through passage of time, failure to demand or perfect, or otherwise) the right to demand and perfect appraisal or dissenters’ rights under the DGCL, then, as of the later of the Effective Time and held by a holder who has not voted in favor the occurrence of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “such event, such holder’s shares that were Dissenting Shares”) will not Shares shall automatically be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into represent only the right to receive a portion of the Merger Consideration at pursuant to and subject to Section 1.6 and Section 1.7 (subject to the Effective Time, escrow contribution provisions of Section 1.8(b) and the indemnification provisions set forth in Article VI) without interest thereon, thereon upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies or demands for purchase of any shares of Company Capital Stock pursuant to the exercise of appraisal or dissenters’ rights, withdrawals of such demands), attempted withdrawals of such demands and any other instruments received by or notices served pursuant to the DGCL on the Company relating to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (not Parent, voluntarily make or agree to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal of Company Capital Stock, or settle or offer to settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted is entitled to demand and properly demands appraisal for such Shares in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, Consideration unless such holder fails to perfect or effectively withdraws or otherwise loses his, her her, or its right to appraisal. From Instead, at the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and from and after the Effective Time, a stockholder holder of Dissenting Shares who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Dissenting Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled only to receive payment of the appraised value of such Dissenting Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or perfect, effectively withdraws or otherwise loses his, her her, or its right to appraisalappraisal in accordance with Section 262 of the DGCL, in which case such Dissenting Shares will be treated as if they such Dissenting Shares had been converted as of the Effective Time into the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereonthereon and less any applicable tax withholding, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in accordance with Section 2.4(f)) or book-entry shares3.4, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares3.1. (b) The Company shall give provide Parent (i) with prompt written notice of any written demands for appraisal (including copies of such any written demands), attempted withdrawals of such demands demands, and any other instruments received by the Company from holders of Shares relating to rights of appraisal, and (ii) Parent will have the opportunity and right to direct the conduct of all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 , or agree to do any of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLforegoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Xxxxx Xxxxx Capital Stock held by a holder who has not voted demanded and perfected appraisal or dissenters' rights for such shares in favor accordance with Delaware Law and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded lost such appraisal under and otherwise complied in all respects with Section 262 of the DGCL or dissenters' rights (the “Dissenting Shares”"DISSENTING SHARES") will shall not be converted into or represent a right to receive Series D Preferred 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 provisions of subsection (a), unless such if any holder fails of shares of Xxxxx Xxxxx Capital Stock who is otherwise entitled to exercise dissenters' rights under Delaware Law shall effectively withdraw or lose (through failure to perfect or withdraws or otherwise loses hisotherwise) such dissenters' rights, her or its right to appraisal. From and after then, as of the later of the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of Time and the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value occurrence of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Timeevent, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective TimeSeries D Preferred Stock pursuant to Section 1.6 and payment for any fractional share as provided in Section 1.6, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company Xxxxx Xxxxx shall give Parent Recruitsoft (i) prompt written notice of any written demands for appraisal (including copies the exercise of dissenters' rights in respect of any shares of Xxxxx Xxxxx Capital Stock, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law (including without limitation instruments concerning appraisal or dissenters' rights) and received by the Company relating to rights of appraisal, Xxxxx Xxxxx and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except Xxxxx Xxxxx shall not, except with the prior written consent of Parent (not to be unreasonably withheldRecruitsoft, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle the exercise of dissenters' rights in respect of any shares of Xxxxx Xxxxx Capital Stock or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of any stockholder that is entitled to demand and properly demands the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL for such Shares (the “Dissenting Shares”) will not be converted into a right to receive pursuant to, and that complies in all respects with, the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights provisions of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCLDGCL (“Section 262”) shall not be converted into, or represent the right to receive, the Merger Consideration. A holder of Dissenting Shares will Any such stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262; provided, however, that all Dissenting Shares held by him, her any stockholder that shall have failed to perfect or it in accordance with that otherwise shall have withdrawn or lost such stockholder’s rights to appraisal of such Shares under Section 262 or a court of competent jurisdiction shall determine that such stockholder is not entitled to the DGCLrelief provided by Section 262, unlessthen such stockholder or stockholders (as the case may be) shall forfeit such rights as are granted by Section 262 and each such Dissenting Share shall thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Timeand Outstanding Dividends, without any interest thereon, upon surrender of certificates (such stockholder’s Certificates or affidavits Book-Entry Shares in the manner provided in Section 2.02. At the Effective Time, any holder of loss Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in lieu thereof Section 262 and as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Sharespreceding sentence. (b) The Company shall give Parent (i) prompt written notice as promptly as practicable of any written demands received by the Company for appraisal (including copies of such demands), attempted any Shares and withdrawals of such demands and any other instruments received by the Company relating to rights of appraisal, and (ii) the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (not Parent, make any payment or agree to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect demands, except to the Merger and a copy of the provisions of Section 262 of the DGCLextent it is expressly required to do so by court order.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted is entitled to demand and properly demands appraisal for such Shares in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, Consideration unless such holder fails to perfect or effectively withdraws or otherwise loses his, her her, or its right to appraisal. From and after the Effective Time, a stockholder holder of Shares who has properly exercised such 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. A holder of Dissenting Shares will be entitled only to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or effectively withdraws or loses his, her her, or its right to appraisalappraisal in accordance with Section 262 of the DGCL, in which case such Dissenting Shares will be treated as if they such Shares had been converted as of the Effective Time into the right to receive the Merger Consideration at the Effective TimeConsideration, without interest thereon, upon surrender of certificates (the Certificate or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or bookBook-entry shares, Entry Share pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares2.1. (b) The Company shall give provide Parent (i) with prompt written notice of any written demands for appraisal (including copies appraisal, withdrawals of such demands), attempted withdrawals of such demands and any other instruments received by the Company from holders of Shares relating to rights of appraisal, and (ii) Parent will have the opportunity and right to direct the conduct of all negotiations and proceedings with respect to demands for appraisal. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned)Parent, the Company shall not, and shall not agree to, make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder who has not voted demanded and perfected appraisal or dissenters' rights for such shares in favor accordance with Delaware Law and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded lost such appraisal under and otherwise complied in all respects with Section 262 of the DGCL or dissenters' rights (the “"Dissenting Shares”) will "), shall not be converted into or represent a right to receive Parent Common Stock (and cash in lieu of fractional shares of Parent 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 provisions of subsection (a), unless if any holder of shares of Company Common Stock who demands appraisal of such holder fails shares under Delaware Law shall effectively withdraw or lose (through failure to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after otherwise) the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case then, as of the later of the Effective Time and the occurrence of such Shares will event, such holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective TimeParent Common Stock and cash in lieu of fractional shares of Parent Common Stock as provided in Section 1.6, without interest thereon, upon surrender of certificates (or affidavits of loss the certificate representing such shares in lieu thereof as provided in accordance with Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares1.8. (bc) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of any shares of Company Common Stock, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under Delaware Law. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle of Company Common Stock or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contraryprovisions of Section 3.1, Shares outstanding immediately prior to shares of capital stock of the Effective Time and Company held by a holder each stockholder who has not neither voted such shares in favor of the Merger or nor consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it which appraisal shall have been duly demanded and perfected in accordance with Section 262 of the DGCL, unlessand who has not effectively and irrevocably withdrawn or forfeited such right to such appraisal (“Dissenting Shares”) shall not be converted into, after represent the right to receive, or be exchangeable for the Merger Consideration unless such stockholder shall have forfeited such stockholder’s right to appraisal under the DGCL or withdrawn, with the consent of the Company and EDS, his demand for appraisal. If such stockholder has forfeited or withdrawn his right to appraisal of Dissenting Shares, then, as of the Effective Time, or the occurrence of such holder fails event, whichever last occurs, such holder’s Dissenting Shares shall cease to perfect or withdraws or loses his, her or its right to appraisal, in which case such be Dissenting Shares will and shall be treated as if they had been converted into and represent the right to receive the applicable Merger Consideration at the Effective TimeConsideration, without interest thereonif any, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, payable with respect thereto pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment provisions of the fair market value of such Dissenting Sharesthis Agreement. (b) The Company shall give Parent EDS (i) prompt written notice of any written demands for appraisal (including copies of such demands)any shares of capital stock of the Company, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, and (ii) to the maximum extent permitted by law, the opportunity to direct and control all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except EDS shall confer with the Company before the Effective Time and with FPI after the Effective Time with respect to actions to be taken by EDS relating to the direction and control of negotiations or proceedings with respect to demands for appraisal under the DGCL. Neither the Company nor FPI shall, except with the prior written consent of Parent (not to be unreasonably withheldEDS, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle of capital stock of the Company or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (ai) Notwithstanding anything in this Merger Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of NDC Stock held by any Person (a holder "Dissenting Stockholder") who has not voted demanded and perfected his right for appraisal of such shares in favor of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects accordance with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Considerationand who, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after as of the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have effectively withdrawn or lost such right to obtain payment appraisal ("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 fair market value DGCL and shall not be entitled to receive his applicable portion of the Merger Consideration; provided, however, that if, in accordance with such 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 SharesStockholder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the 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 NDC Stock, the Merger Consideration (or a corresponding fraction thereof). (bii) The Company NDC shall give Parent Purchaser (i) prompt written notice of any written demands for appraisal (including copies of any shares of the NDC Stock, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL that relate to such demands received by the Company relating to rights of appraisal, NDC and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except NDC shall not, except with the prior written consent of Parent (Purchaser, which consent shall not to be unreasonably withheld, delayed voluntarily make or conditioned), the Company shall not offer to make any payment payments in excess of $5,000 in the aggregate, with respect to any demands for appraisal or settle and/or refusals to consent of holders of NDC Stock or offer to settle or settle any such demands for appraisaland/or refusals to consent. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Capital Stock held by a holder who has not voted in favor of the Merger effectively withdrawn or consented thereto in writing and who has duly demanded lost such holder’s appraisal rights under and otherwise complied in all respects with Section 262 of the DGCL (collectively, the “Dissenting Shares”) will ), shall not be converted into or represent a right to receive the Merger Considerationapplicable consideration for Company Capital Stock set forth in Section 1.6 hereof, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereof shall only be entitled to such Shares, except those rights as are provided under Section 262 of by the DGCL. A . (b) Notwithstanding the provisions of Section 1.7(a) hereof, if any holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her shall effectively withdraw or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails lose (through failure to perfect or withdraws otherwise) such holder’s appraisal or loses hisdissenter’s rights, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such Shares will event, such holder’s shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeconsideration for Company Capital Stock, as applicable, set forth in Section 1.6 hereof, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisalthe DGCL, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands 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 (excluding payments for appraisal. such shares) (c) The Proxy Statement together “Dissenting Share Payments”), Parent shall include a notice complying with be entitled to recover under the provisions terms of Section 262 7.2 hereof the amount of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect such Dissenting Share Payments without regard to the Merger and a copy of the provisions of Section 262 of the DGCLThreshold Amount.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly demanded delivered a written demand for appraisal under and otherwise complied for such shares in all respects accordance with Section 262 of the DGCL (the a “Dissenting SharesStockholder”) will shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at as provided in this Article II, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under applicable Delaware Law. A Dissenting Stockholder may receive payment of the fair value of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of applicable Delaware Law, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant all Dissenting Shares shall be cancelled and cease to Section 2.4. Parent exist and shall promptly deposit with represent only the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of receive the fair market value of thereof in accordance with applicable Delaware Law. Any Dissenting Shares as to which the holder later waives or withdraws a demand for appraisal shall be entitled to make an Election, subject to pro-ration to the same extent as if such holder surrendered such formerly Dissenting Shares. (b) Shares promptly following the Effective Time subject to a valid Election. The Company shall give provide Parent (ia) prompt written notice of any written demands for appraisal (including copies of such demands)appraisal, attempted withdrawals of such demands for appraisal and any other instruments received by the Company relating to rights of appraisalserved under applicable Delaware Law, and (iib) the opportunity to participate in and direct all negotiations and negotiations, proceedings or settlements with respect to demands for appraisalappraisal under applicable Delaware Law. Except with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), the The Company shall not voluntarily make any payment with respect to any demands for appraisal or and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Capital Stock held by a holder who has not voted in favor of the Merger effectively withdrawn or consented thereto in writing and who has duly demanded lost such holder's appraisal rights under and otherwise complied in all respects with Section 262 of the DGCL Delaware Law (the “Dissenting Shares”"DISSENTING SHARES") will shall not be converted into or represent a right to receive the Merger Considerationapplicable consideration for Company Capital Stock set forth in SECTION 1.6(A) hereof, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereof shall only be entitled to such Sharesrights as are provided by Delaware Law. (b) Notwithstanding the provisions of SECTION 1.7(a), except those provided under Section 262 of the DGCL. A if any holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her shall effectively withdraw or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails lose (through failure to perfect or withdraws or loses hisotherwise) such holder's appraisal rights under Delaware Law, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such Shares will event, such holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeconsideration for Company Capital Stock, as applicable, set forth in SECTION 1.6, without interest thereon, and subject to the provisions of SECTION 7.3, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisalDelaware Law, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. demands. Notwithstanding the foregoing, to the extent that Parent or the Company (ci) The Proxy Statement shall include a notice complying with the provisions makes any payment or payments in respect of Section 262 any Dissenting Shares in excess of the DGCL concerning 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 (excluding payments for such shares) (together "DISSENTING SHARE PAYMENTS"), Parent shall be entitled to recover under the rights terms of ARTICLE VII the stockholders amount of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCLsuch Dissenting Share Payments.

Dissenting Shares. (a) Notwithstanding anything in any provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Common Stock held by a holder who has not voted exercised such holder's dissenters' rights in favor accordance with the CGCL and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL lost such dissenters' rights (the “"Dissenting Shares”) will "), shall not be converted into or represent a right to receive the Merger Considerationconsideration described in Section 3.1, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Dissenting Shares shall only be entitled to such rights as are granted by the CGCL. (b) Notwithstanding the provisions of subsection (a) above, if any holder of shares of Company or the Surviving Corporation Common Stock who demands dissenters' rights with respect to such Shares, except those provided under Section 262 of shares shall effectively withdraw or lose (through the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails failure to perfect or withdraws otherwise) such holder's dissenters' rights under the CGCL, then, as of the Effective Time or loses histhe occurrence of such event, her or its right to appraisal, in which case such Shares will holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Time, without interest thereon, consideration described in Section 3.1 upon surrender of certificates (or affidavits of loss in lieu thereof the applicable Certificate(s) as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Sharesherein. (bc) The Company shall give Parent Verio (i) prompt written notice of any written demands for appraisal (including copies payment with respect to any shares of such demands)Company Common Stock pursuant to dissenters' rights, attempted and any withdrawals of such demands or losses of such rights, and any other instruments received by served pursuant to the Company relating to rights of appraisalCGCL, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisaldissenters' rights. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldVerio, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle dissenters' rights or offer to settle or settle any such demands for appraisal. (c) The Proxy Statement demands. It is the opinion of the Company's Board of Directors that, subject to receipt of a favorable fairness opinion from the financial advisor to the Company, the fair market value of a share of Company Common Stock as of the day before the first announcement of the terms of the proposed Merger, excluding any appreciation or depreciation in consequence of the proposed Merger, in no event exceeds $6.30. Following approval of the Merger by the shareholders of the Company, the Company shall include promptly mail to its shareholders a notice complying of such approval in accordance with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of CGCL relating to dissenters' rights, provided, that the Company shall not issue any such notice of approval or make any other offer to exercise appraisal rights with respect to the Merger and a copy purchase shares of the provisions of Section 262 of the DGCL.Company Common Stock without Verio's prior consent. 5 6 ARTICLE 4

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Capital Stock held by a holder who has not voted exercised and perfected appraisal rights for such shares in favor accordance with the CGCL and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has duly demanded lost such appraisal under and otherwise complied in all respects with Section 262 of the DGCL rights (the “"Dissenting Shares”) will "), shall not be converted into or represent ----------------- a right to receive the Merger ConsiderationConsideration pursuant to Section 3.1, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereof shall only be entitled to such Sharesrights as are granted by the CGCL. (b) Notwithstanding the provisions of subsection (a), except those provided under Section 262 of the DGCL. A if any holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her shall effectively withdraw or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails lose (through failure to perfect or withdraws otherwise) his or loses hisher appraisal rights, her or its right to appraisalthen, in which case as of the later of Effective Time and the occurrence of such Shares will event, such holder's shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeas provided in Section 3.1, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided the certificate representing such shares, subject to the conditions set forth below and throughout this Agreement, including without limitation the escrow provisions set forth in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due 3.3 and payable to such stockholder who shall have withdrawn or lost such right to obtain payment Article VII of the fair market value of such Dissenting SharesReorganization Agreement. (bc) The Company shall give Parent Splash (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisal, the CGCL and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldSplash, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. (c) The Proxy Statement demands. To the extent that Splash or the Company makes any payment or payments in respect of any Dissenting Shares, Splash shall include a notice complying with be entitled to recover under the provisions terms of Section 262 Article VII of the DGCL concerning Reorganization Agreement (x) the rights 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 stockholders of aggregate fees and expenses (including reasonable attorneys' fees and expenses) incurred by Splash or the Company to exercise appraisal rights in connection with respect to calculating, settling or litigating the Merger and a copy of the provisions of Section 262 of the DGCLamount of, or making, any such payment.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any shares of Company Capital Stock held by a Stockholder who demands and perfects appraisal rights for such shares in accordance with the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (collectively, “Dissenting Shares”), shall not be converted into or represent the right to receive any portion of the Stockholder Merger Consideration pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by the DGCL. (b) If any Stockholder who holds Dissenting Shares outstanding immediately prior as of the Effective Time effectively withdraws or loses (through passage of time, failure to demand or perfect, or otherwise) the right to demand and perfect appraisal rights under the DGCL, then, as of the later of the Effective Time and held by a holder who has not voted in favor the occurrence of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “such event, such holder’s shares that were Dissenting Shares”) will not Shares shall automatically be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into represent only the right to receive a portion of the Stockholder Merger Consideration at pursuant to and subject to Section 1.6 (subject to the Effective Time, Holdback Amount provisions of Section 1.6(b) and the indemnification provisions set forth in ARTICLE VI) without interest thereon, thereon upon surrender of certificates (or affidavits the certificate therefor and a Letter of loss Transmittal with respect thereto in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit accordance with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Sharesthis Agreement. (bc) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of any shares of Company Capital Stock pursuant to the exercise of appraisal rights, withdrawals of such demands), attempted withdrawals of such demands and any other instruments received by or notices served pursuant to the DGCL on the Company relating to rights of appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalappraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent (not Parent, voluntarily make or agree to be unreasonably withheld, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal of Company Capital Stock, or settle or offer to settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and other than Section 1.7(b), any shares of Company Common Stock held by a holder who who: (i) has not voted in favor of the Merger or consented thereto in writing and who writing, (ii) has duly demanded perfected its rights to appraisal under and otherwise complied in all respects accordance with Section 262 of Delaware Law and (iii) as of the DGCL Effective Time, has not effectively withdrawn or lost such holder’s appraisal rights (collectively, the “Dissenting Shares”) will ), shall not be converted into or represent a right to receive the applicable Merger ConsiderationConsideration set forth in Section 1.6, unless such holder fails to perfect or withdraws or otherwise loses his, her or its but instead shall be converted into the right to appraisalreceive only such consideration as may be determined to be due to the holder thereof as provided by Delaware Law. From and after the Effective Time, a stockholder who has properly exercised such appraisal holder of Dissenting Shares shall not be entitled to exercise any of the voting rights will not have any or other rights of an equity owner of the Surviving Corporation or of a stockholder of Parent. (b) Notwithstanding the Company or the Surviving Corporation with respect to such Sharesprovisions of Section 1.7(a), except those provided under Section 262 of the DGCL. A if any holder of Dissenting Shares will be entitled to receive payment shares of the appraised value of Company Common Stock who demands appraisal for such Shares held by him, her or it shares in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails Delaware Law shall effectively withdraw or lose (through failure to perfect or withdraws or loses hisotherwise) such holder’s appraisal rights under Delaware Law, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such Shares will event, such holder’s shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeas set forth in Section 1.6, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies rights of any shares of Company Common Stock, withdrawals of such demands), attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law and received by the Company relating which relate to any such demand for appraisal rights of appraisal, and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisalappraisal rights under Delaware Law. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of demands. Any communication to be made by the Company to exercise appraisal rights any holder of Company Common Stock with respect to such demands shall be submitted to Parent in advance and shall not be presented to any holder of Company Common Stock prior to the Merger and a copy of the provisions of Section 262 of the DGCLCompany receiving Parent’s consent, such consent not to be unreasonably withheld.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Capital Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder stockholder who has not voted in favor properly exercised his, her or its appraisal rights under Delaware Law or under Chapter 13 of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of California Corporations Code (the DGCL “CCC”), if applicable (the “Dissenting Shares”) will shall not be converted into a the right to receive the Merger Considerationpayments set forth in Section 1.7 unless and until the holder thereof shall have failed to perfect, unless such holder fails to perfect or withdraws shall have effectively withdrawn or otherwise loses lost, his, her or its right to appraisal. From and after dissent from the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder First Merger under Delaware Law or under Chapter 13 of the Company or the Surviving Corporation CCC, if applicable, and to receive such consideration as may be determined to be due with respect to such Shares, except those provided under Section 262 Dissenting Shares pursuant to and subject to the requirements of the DGCLDelaware Law or under Chapter 13 of the CCC, if applicable. A holder Notwithstanding the foregoing, to the extent that Parent, the Surviving Entity or the Company (i) makes any payment or payments in respect of any Dissenting Shares will 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 Losses (including reasonable out-of-pocket attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling in accordance with Article VII any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together, “Dissenting Share Payments”), Parent shall be entitled to receive payment seek recovery under the terms of Section 7.2 hereof the appraised value of amount by which such Shares held by him, her or it in accordance with Section 262 of Dissenting Share Payments exceed the DGCL, unless, after amounts otherwise payable hereunder to the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value holders of such Dissenting SharesShares as if such holders had waived all of their respective rights to dissent and appraisal rights with respect to the First Merger. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies received by the Company, withdrawals of such demands), attempted withdrawals of such demands and any other related instruments served pursuant to Delaware Law or under Chapter 13 of the CCC, if applicable, and received by the Company relating to rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisalappraisal under Delaware Law or under Chapter 13 of the CCC, if applicable; provided that, prior to the Closing, the Company, and after the Closing, the Stockholder Representative on behalf of the Indemnifying Parties, shall be entitled, at their expense, to participate in all such negotiations and proceedings, and Parent shall consider in good faith input from the Company and the Stockholder Representative, as applicable, with respect thereto. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and any shares of Company Capital Stock held by a holder who has not voted in favor effectively withdrawn or lost such holder’s appraisal rights under Title 7, Article 113 of the Merger or consented thereto in writing and who has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL Colorado Law (the “Dissenting Shares”) will shall not be converted into or represent a right to receive the Merger Considerationapplicable consideration for Company Capital Stock set forth in Section 1.6 hereof, unless such but the holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereof shall only be entitled to such Sharesrights as are provided by Colorado Law. (b) Notwithstanding the provisions of Section 1.7(a) hereof, except those provided under Section 262 of the DGCL. A if any holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her shall effectively withdraw or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails lose (through failure to perfect or withdraws or loses hisotherwise) such holder’s appraisal rights under Colorado Law, her or its right to appraisalthen, in which case as of the later of the Effective Time and the occurrence of such Shares will event, such holder’s shares shall automatically be treated as if they had been converted into and represent only the right to receive the Merger Consideration at the Effective Timeconsideration for Company Capital Stock, as applicable, set forth in Section 1.6 hereof, without interest thereon, and subject to the provisions of Section 1.8 and Section 8.5 hereof, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or book-entry the certificate representing such shares, pursuant to Section 2.4. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (bc) The Company shall give Parent (i) prompt written notice of any written demands demand for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating pursuant to rights the applicable provisions of appraisalColorado Law, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisalsuch demands. Except The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheldParent, delayed or conditioned), the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisal. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of demands. Any communication to be made by the Company to exercise appraisal rights any Company Shareholder with respect to such demands shall be submitted to Parent in advance and, unless required by applicable Law shall not be presented to any Company Shareholder prior to the Company receiving Parent’s consent, which shall not be unreasonably delayed or withheld. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation 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 (excluding payments for such shares) (together “Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Article VIII hereof the amount of such Dissenting Share Payments without regard to the Deductible (as defined in Section 8.3(a) hereof), provided, that, if Parent or the Surviving Corporation makes any Dissenting Share Payments without either (i) the prior written consent of the Shareholder Representative, which consent will not be unreasonably delayed or withheld, or (ii) a court order issued upon conclusion of any action or proceeding with respect to the Merger and a copy final determination of any appraisal rights under Colorado Law, then the amount of the provisions of Section 262 Dissenting Share Payments shall not be determinative of the DGCLamount of Damages for purposes of Article VIII.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares including Section 2.01, shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by a holder Company Shareholder who has not voted in favor of the Merger or consented thereto in writing adoption of this Agreement and who is entitled to demand and has duly demanded appraisal under and otherwise complied properly exercised dissenters’ rights with respect to such shares in all respects accordance with Section 262 the WBCA (such shares of the DGCL (Company Stock being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s dissenters’ rights under the WBCA with respect to such shares and may include shares of Company Stock held by the Depositary in respect of which (a) will no vote in favor of adoption of this Agreement was cast by the Depositary and (b) all actions have been taken by or on behalf of the beneficial owner of such shares to properly exercise dissenters’ rights in accordance with the WBCA (whether directly on instruction of a holder of Company CDIs or by a person, including holder of Company CDIs, as proxy for the Depositary) and shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such 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. A holder of Dissenting Shares will but instead shall be entitled to receive payment only such rights as are granted by Chapter 23B.13 of the appraised value of such Shares held by himWBCA; provided, her or it in accordance with Section 262 of the DGCLhowever, unlessthat if, after the Effective Time, such holder fails to perfect or withdraws perfect, waives, withdraws, or loses hissuch holder’s dissenters’ rights pursuant to Chapter 23B.13 of the WBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Chapter 23B.13 of the WBCA, her or its right to appraisal, in which case such Shares will shares of Company Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration at the Effective Timein accordance with Section 2.01(a), without interest thereon, upon surrender of certificates (such Certificate formerly representing such share or affidavits transfer of loss such Book-Entry Share or, in lieu thereof as provided respect of a Depositary Share, completion of the process in Section 2.4(f2.02(b)) or book-entry shares, pursuant to Section 2.4as the case may be. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the fair market value of such Dissenting Shares. (b) The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal (including copies of such demands), attempted withdrawals of such demands and any other instruments received by the Company relating to rights for appraisal of appraisalshares of Company Stock, any waiver or withdrawal of any such demand, and (ii) any other demand, notice, or instrument received by the Company prior to the Effective Time that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisalsuch demands. Except with the prior written consent of Parent (Parent, not to be unreasonably withheld, delayed conditioned or conditioned)delayed, the Company shall not make any payment with respect to any demands for appraisal to, or settle settle, or offer to settle settle, any such demands for appraisaldemands. (c) The Proxy Statement shall include a notice complying with the provisions of Section 262 of the DGCL concerning the rights of the stockholders of the Company to exercise appraisal rights with respect to the Merger and a copy of the provisions of Section 262 of the DGCL.