Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder of record stockholder who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and has properly demands exercised his appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of rights under the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until the holder shall have failed to perfect, but instead at the Effective Time or shall be converted into the have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive payment of such amounts consideration as are payable in accordance may be determined to be due with DGCL 262 (it being understood and acknowledged that at the Effective Time, respect to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled pursuant to and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares subject to the extent afforded by DGCL 262); provided that if requirements of the DGCL. If any such holder shall fail have so failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right after the Election Deadline, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value each share of such holder’s Dissenting Shares 's Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without any interest or duplicationthereon, the Merger ConsiderationStock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt written notice to Parent of any notice or demands received by the Company for fair value of any appraisal or payment for shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to require appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(iii), but instead at shall become the Effective Time right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each of such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration pursuant to Section 2.1(a)(iii). The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock other than as provided in Section 3.3(b), any Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder of record Company Stockholder who did has not vote voted in favor of the adoption of this Agreement (Merger or consent consented thereto in writing) writing and is entitled to demand and who has demanded properly demands in writing appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time Consideration unless and until such Company Stockholder shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 have effectively withdrawn or lost (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail through failure to perfect or otherwise shall waive, withdraw or lose the otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under DGCL 262the DGCL, then but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the right of such holder to be paid DGCL. From and after the fair value of such holder’s Effective Time, Dissenting Shares shall cease and such Dissenting Shares shall not be deemed entitled to have been converted as vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationTime). The Company shall give the Parent (i) prompt written notice to Parent of any demands for appraisal received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, and Parent shall have any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of the Parent, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdissent.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Merger Stock (the “Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a holder of record stockholder who did not vote in favor of the adoption of this Agreement Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies who, in all respects withrespects, complies with the provisions of Section 262 of the DGCL (“DGCL 262” and any all such shares meeting stockholders, the requirement of this sentence, “Dissenting SharesStockholders”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead at the Effective Time such holder shall be converted into the right entitled to receive payment of the fair value of such amounts as are payable shares in accordance with the provisions of Section 262 of the DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to in accordance with the extent afforded by DGCL 262provisions of Section 262 of the DGCL); provided that if any , unless and until such holder shall fail have failed to perfect or otherwise shall waivehave effectively waived, withdraw withdrawn or lose lost rights to appraisal under the right DGCL (or a court of competent jurisdiction shall determine that such holder is not entitled to payment the relief provided by Section 262 of the fair value DGCL). If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right (or a court of such Dissenting Shares under DGCL 262, then the right of competent jurisdiction shall determine that such holder is not entitled to be paid the fair value relief provided by Section 262 of the DGCL), such holder’s Dissenting Shares shares of Company Merger Stock shall cease and such Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into, into and to have become exchangeable solely for the right to receive, without interest or duplicationas of the Effective Time, the Merger ConsiderationConsideration for each such share of Company Merger Stock, as provided herein, without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any Merger Stock, attempted withdrawals of such demandsdemands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, and Parent shall have (ii) the opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise settle, or offer or agree to settle or compromisesettle, any such demand, demand for payment or agree waive any failure by a stockholder to do any timely comply with the requirements of Section 262 of the foregoingDGCL to perfect or demand appraisal. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Merger Stock for which appraisal rights have been perfected shall be returned to Parent upon demand. The number of Dissenting Shares shall not exceed five percent (5%) of the Company Merger Stock.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did has not vote tendered into the Offer and/or has not voted in favor of of, or consented to, the adoption of this Agreement (at any meeting of the Company’s stockholders held for such purpose or consent thereto in writing) any adjournment or postponement thereof, and is entitled to demand and properly demands appraisal has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to require appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationTransaction Consideration as described in Section 3.1(a)(i), but instead at shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder, after the First Effective Time, withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each of such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted as of the First Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Transaction Consideration pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262Section 3.1(a)(i); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder of record stockholder who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and has properly demands exercised his appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of rights under the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until the holder shall have failed to perfect, but instead at the Effective Time or shall be converted into the have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive payment of such amounts consideration as are payable in accordance may be determined to be due with DGCL 262 (it being understood and acknowledged that at the Effective Time, respect to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled pursuant to and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares subject to the extent afforded by DGCL 262); provided that if requirements of the DGCL. If any such holder shall fail have so failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right after the Election Deadline, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value each share of such holder’s Dissenting Shares Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without any interest or duplicationthereon, the Merger Per Share Stock Consideration or the Per Share Cash Consideration, or a combination thereof, as determined by PNC in its sole discretion. The Company shall give PNC (i) prompt written notice to Parent of any notice or demands received by the Company for fair value of any appraisal or payment for shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentPNC, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to require appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into become the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Stockholder pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive procedures set forth in Section 262 of the fair value of DGCL. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder effectively withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of such holder to Company Common Stock shall thereupon be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have treated as if they had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger Consideration. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and Shares held by a holder of record Person who did has filed with the Company a written objection to the Merger, has not vote voted in favor of or consented to the adoption approval of this Agreement the Merger (or consent thereto in writinga “Dissenting Stockholder”) and is entitled to demand has properly exercised and properly demands perfected appraisal of such shares of Company Common Stock pursuant torights under Title 3, and who complies in all respects withSubtitle 2, Section 262 of the DGCL MGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration as described in Section 3.1(c), but instead at the Effective Time shall be converted into the right to receive payment of such amounts consideration from the Surviving Entity as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstandingStockholder pursuant to the procedures set forth in Title 3, shall automatically be cancelled and shall cease to existSubtitle 2, and such holder shall cease to have any rights with respect thereto other than of the right to receive the fair value of MGCL. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the loses its right of such holder appraisal and payment, in any case pursuant to be paid the fair value of MGCL, such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been be converted as of the Effective Time into, and to have become exchangeable solely for into the right to receivereceive the Per Share Merger Consideration for each such Share, without interest or duplicationinterest, the Merger Considerationand such Shares shall no longer be Dissenting Shares. The Company shall give Parent (i) prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock Shares, withdrawals or such demands and any other instruments served pursuant to DGCL 262 Title 3, Subtitle 2, of the MGCL and of any withdrawals of such demands, received by the Company and Parent shall have (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to demands for appraisals under the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingMGCL.

Shares of Dissenting Stockholders. Anything in (a) Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, shares all Unaffiliated Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c)) and held by a holder of record holders who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is are entitled to demand and who shall have properly demands and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting collectively, the requirement of this sentence, “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder who holds any Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL or, on the terms of this Section 3.4 to receive payment of the Merger Consideration as provided in Section 3.1(a). Such holders of the Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s shares of Common Stock under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL. If, after the Effective Time, such holder of the Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares without interest thereon. Notwithstanding anything to the extent afforded by DGCL 262); provided that contrary contained in this Agreement, if any such holder shall fail to perfect the Merger is rescinded or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262abandoned, then the right of such holder a stockholder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed pursuant to have been converted as Section 262 of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company DGCL shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingcease.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and shares of Transatlantic Common Stock held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in has complied with all respects with, Section 262 the provisions of the DGCL concerning the right of holders of shares of Transatlantic Common Stock to require appraisal of their shares (the “DGCL 262” and any such shares meeting the requirement Appraisal Provisions”) of this sentence, Transatlantic Common Stock (“Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(iii), but instead at the Effective Time shall be converted into become the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Stockholder pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive procedures set forth in Section 262 of the fair value of DGCL. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of such holder Transatlantic Common Stock shall thereupon be deemed to be paid the fair value Non-Election Shares for all purposes of this Agreement, unless such holder’s Dissenting Stockholder shall thereafter otherwise make a timely Election (as defined herein) under this Agreement. If any holder of Dissenting Shares shall cease and have so failed to perfect or has effectively withdrawn or lost such Dissenting Shares Stockholder’s right to dissent from the Merger after the Election Deadline (as defined herein), each of such Dissenting Stockholder’s shares of Transatlantic Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receivereceive Stock Consideration or Cash Consideration, without interest or duplicationa combination thereof, the Merger Considerationas determined by Alleghany in its sole discretion. The Company Transatlantic shall give Alleghany prompt written notice to Parent of any demands for appraisal of shares of Transatlantic Common Stock received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Transatlantic, withdrawals of such demands, demands and Parent any other instruments served pursuant to Section 262 of the DGCL and shall have give Alleghany the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the Company Transatlantic shall not, without the prior written consent of ParentAlleghany (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything (a) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, other than as provided in Section 3.3(b), any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder of record stockholder who did has not vote voted in favor of the adoption of this Agreement (Merger or consent consented thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, writing and who complies in all respects with, has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time Consideration unless and until such stockholder shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 have effectively withdrawn or lost (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail through failure to perfect or otherwise shall waive, withdraw or lose the otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under DGCL 262the DGCL, then but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the right of such holder to be paid DGCL. From and after the fair value of such holder’s Effective Time, Dissenting Shares shall cease and such Dissenting Shares shall not be deemed entitled to have been converted as vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationTime). The Company shall give prompt written notice to Parent promptly provide any notices of any dissent or demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demandsParent, and Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to each such demandsdissent or demand. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such dissent or demand, or agree to do any of the foregoing. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if a Person (a “Dissenting Stockholder”) who has complied with all the provisions of the DGCL concerning the right of holders of shares of Company Common Stock issued and outstanding immediately prior to require appraisal (the Effective Time and held by a holder “Appraisal Provisions”) of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such their shares of Company Common Stock pursuant to, has demanded appraisal under the Appraisal Provisions with respect to any issued and who complies in all respects with, Section 262 outstanding shares of the DGCL Company Common Stock held by such Dissenting Stockholder (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(iii), but instead at the Effective Time shall be converted into the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each Dissenting Share shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease to exist, and treated as though such holder shall cease to have any rights with respect thereto other than share of Company Common Stock had been converted into the right to receive the fair value of such Dissenting Shares Merger Consideration pursuant to the extent afforded by DGCL 262Section 2.1(a)(iii); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give Parent prompt written notice to Parent (but in any event within 48 hours of receipt thereof) of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and and, to the extent permitted by applicable Law, Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and or Company Preferred Stock held by a holder of record Person (a "Dissenting Stockholder") who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of the DGCL concerning the right of holders of such shares to require appraisal of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into the right to receive the Common Stock Merger Consideration, Series B Merger Consideration or Series D Merger Consideration, as applicable, but instead at shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, its shares of Company Common Stock or Company Preferred Stock shall be deemed to be converted as of the Effective Time shall be converted into the right to receive payment the Common Stock Merger Consideration, Series B Merger Consideration or Series D Merger Consideration, as applicable for each such share, without interest, subject to the terms of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at this Article 2. At the Effective Time, such any holder of Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment rights set forth in Section 262 of the fair value of such Dissenting Shares under DGCL 262, then and as provided in the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationprevious sentence. The Company shall give Acquiror prompt written notice to Parent of any demands for appraisal received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demandsdemands and any other instruments served pursuant to Section 262 of the DGCL, and Parent shall have give Acquiror the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentAcquiror, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair market value of such Dissenting Shares to the extent afforded by DGCL 262); provided provided, however, that if any such holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair market value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and 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, without interest or duplication, the Merger Consideration. “Proposed Dissenting Shares” means shares of Company Common Stock whose holders provide demands for fair market value to the Company prior to the Company Stockholder Meeting and do not vote in favor of the adoption of this Agreement, in each case in accordance with DGCL 262. The Company shall give prompt written notice to Parent of any demands received by the Company for fair market value of any shares of Company Common Stock pursuant to DGCL 262 and Shares, of any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged dissenter’s rights, and Parent shall have the opportunity opportunity, at Parent’s expense, to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if a Proration Event shall have occurred, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did shall not vote have voted to adopt this Agreement or consented thereto in favor writing and who shall have properly demanded appraisal for such shares in accordance with Section 17-6712 of the adoption of this Agreement KGCC (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into the as described in Section 2.02(a), unless such holder fails to perfect or withdraws or otherwise loses its right to receive the Merger Considerationappraisal. If, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at after the Effective Time, such Dissenting Shares Stockholder fails to perfect or withdraws or loses the right to appraisal, such Dissenting Stockholder's shares of Company Common Stock shall no longer be outstanding, shall automatically be cancelled considered Dissenting Shares for the purposes of this Agreement and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for for, at the Effective Time, the right to receivereceive for each such share (a "Nondissenting Share") the number of shares of UCU Common Stock and the amount in cash, without interest interest, that a holder of a No Election Share who had not demanded appraisal would have received with respect to such Nondissenting Share after giving effect to Sections 2.02(d) and (h) (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Deadline to give effect to the withdrawal of, or duplicationthe failure to perfect, the Merger Considerationdemand for appraisal with respect to such Dissenting Shares). The Company shall give UCU (I) prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective TimeExcept as required by law, the Company shall not, without the prior written consent of ParentUCU, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record or beneficial owner who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair market value of such Dissenting Shares to the extent afforded by DGCL 262); provided that provided, however, that, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair market value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and 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, without interest or duplication, the applicable Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value or purported demands, any withdrawals or attempted withdrawals of any shares of Company Common Stock pursuant to DGCL 262 such demands and of any withdrawals of such demandsother instruments served pursuant to the DGCL 262 or relating to any alleged dissenter’s rights or rights to appraisal, and Parent shall have the opportunity opportunity, at Parent’s expense, to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and Shares, of any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged dissenter’s rights, and Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company any Common Stock Shares which are issued and outstanding immediately prior to the Effective Time and are held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL concerning the right of holders of Common Shares to require appraisal of their Common Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the applicable Merger Consideration, but instead at and the Effective Time shall be converted into the right to receive payment holders of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right entitled to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262in accordance with the provisions of Section 262 of the DGCL; provided, then the however, that if such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal in respect of its Common Shares, in any case pursuant to Section 262 of the DGCL, such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Common Shares shall be deemed to have been be converted as of the Effective Time into, and to have become exchangeable solely for into the right to receivereceive the applicable Merger Consideration for each such Common Share in accordance with the provisions of this Agreement. At the Effective Time, without interest or duplicationany holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Merger Considerationrights set forth in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of Common Shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, to any demands for appraisal or settle or compromise compromise, or offer to settle or compromise, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and or Holdco Common Stock held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant toto demand appraisal of their shares (the “Appraisal Provisions”) of Company Common Stock or Holdco Common Stock, and who complies in all respects withas applicable (such shares, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive shares of HoldCo Common Stock as set forth in Section 2.1(a)(iv) or the Merger ConsiderationConsideration as set forth in Section 2.1(b)(i), as applicable, but instead at shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each of such Dissenting Stockholder’s shares of Company Common Stock or Holdco Common Stock, as the case may be, shall thereupon be deemed to have been converted into and to have become, as of the LinnCo Effective Time shall be Time, the right to receive shares of HoldCo Common Stock as set forth in Section 2.1(a)(iv) that were thereafter converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration as set forth in Section 2.1(b)(i). The Company shall give LinnCo prompt written notice to Parent of any demands for appraisal of shares received by the any Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Party, withdrawals of such demands, demands and Parent any other instruments served pursuant to Section 262 of the DGCL and shall have give LinnCo the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the No Company shall notParty shall, without the prior written consent of ParentLinnCo, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement or Section 92A.390 of the NRS to the contrary notwithstandingcontrary, holders of shares of Company Common Stock shall have rights pursuant to Section 92A.380 of the NRS, provided such holders comply with the provisions of such Section as if such Section otherwise applied to the Merger. Each holder who so complies shall be referred to as a "DISSENTING STOCKHOLDER." For purposes of applying the foregoing provisions of the NRS, the date of the corporate action triggering the obligation to provide notice of dissenters rights to the holders of shares of Company Common Stock shall be the date of the Stockholder Consent. Any issued and outstanding shares of Company Common Stock held by a Dissenting Stockholder shall not be converted as described in Section 2.1(c) but shall instead represent the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to, and to the extent provided by, the laws of the State of Nevada (notwithstanding Section 92A.390 of the NRS); provided, however, that the shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder of record Dissenting Stockholder who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant toshall, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waivehis right to appraisal, withdraw his demand for appraisal or lose the his right of appraisal, in any case pursuant to payment Sections 92A.400 through 92A.440 (inclusive) of the fair value of such Dissenting Shares under DGCL 262NRS, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger Consideration. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and Company Shares held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in has complied with all respects with, Section 262 the provisions of the DGCL concerning the right of holders of Company Shares to demand appraisal of their (the “DGCL 262” and any such shares meeting the requirement of this sentence, Appraisal Provisions”) Company Shares (“Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(iii), but instead at the Effective Time shall be converted into become the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Stockholder pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive procedures set forth in Section 262 of the fair value of DGCL. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Stockholder’s Company Shares under DGCL 262, then the right of such holder shall thereupon be deemed to be paid the fair value Non-Election Shares for all purposes of this Agreement, unless such holder’s Dissenting Stockholder shall thereafter otherwise make a timely Election (as defined herein) under this Agreement. If any holder of Dissenting Shares shall cease and have so failed to perfect or has effectively withdrawn or lost such Dissenting Stockholder’s right of appraisal after the Election Deadline (as defined herein), each of such Dissenting Stockholder’s Company Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receivereceive Stock Consideration or Cash Consideration, without interest or duplicationa combination thereof, the Merger Considerationas determined by Parent in its sole discretion. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of Company Shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (“Dissenting Shares”) and held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of the adoption of this Agreement (at any meeting of the Company’s stockholders held for such purpose or consent thereto in writing) any adjournment or postponement thereof, or otherwise consented thereto, and is entitled to demand and properly demands appraisal has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to require appraisal of their shares (the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting SharesAppraisal Provisions”) of Company Common Stock, to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration as described in Section 2.2(a), but instead at the Effective Time shall be converted into become the right to receive payment such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at Dissenting Stockholder, after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of Company Common Stock shall thereupon be treated as though such holder to be paid the fair value shares of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have Company Common Stock had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Per Share Merger ConsiderationConsideration pursuant to Section 2.2(a). The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in direct all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in this Agreement Notwithstanding Section 2.9(c) hereof, to the contrary notwithstandingextent that holders of shares of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (has properly exercised and perfected his or consent thereto in writing) and is entitled to her demand and properly demands for appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of rights under the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), shall not be converted into the right to receive the Per Share Merger Consideration, but instead at the Effective Time holders of such Dissenting Shares shall be converted into the right entitled to receive payment of such amounts consideration as are payable in accordance with shall be determined pursuant to DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled outstanding and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares consideration as shall be determined pursuant to the extent afforded by DGCL 262DGCL); provided provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost his or her right to appraisal and payment of under the fair value of such Dissenting Shares under DGCL 262DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shares of Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receivereceive the Per Share Merger Consideration without any interest thereon and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation (and not the Company, without interest or duplicationMerger Sub Parent) and the Aggregate Transaction Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Merger ConsiderationClosing Date. The Company shall will give Parent (a) prompt written notice to Parent of any written demands received by for the Company for fair value exercise of any shares of Company Common Stock pursuant to DGCL 262 and of any dissenters or appraisal rights, withdrawals of such demandsdemands for the exercise of dissenters or appraisal rights and any other instruments served under the DGCL, and Parent shall have (b) the opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for exercise of dissenters or appraisal rights under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, will not voluntarily make any payment with respect toto any purchase demands and will not, or except with Parent’s prior written consent, settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and shares of AgEagle Common Stock held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled has complied with all the provisions of the NRS concerning the right of holders of shares of AgEagle Common Stock to demand and properly demands appraisal of such their shares (the “Appraisal Provisions”) of Company AgEagle Common Stock pursuant to(such shares, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Considerationshares of Parent Common Stock as set forth in Section 2.1(a)(ii), but instead at the Effective Time shall be converted into become the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Stockholder pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive procedures set forth in the fair value of NRS. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value NRS, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of such holder to be paid the fair value of such holder’s Dissenting Shares AgEagle Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationreceive shares of Parent Common Stock as set forth in Section 2.1(a)(ii). The Company AgEagle shall give Parent prompt written notice to Parent of any demands for appraisal of shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any AgEagle, withdrawals of such demands, demands and any other instruments served pursuant to the NRS and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the Company AgEagle shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of the DGCL concerning the right of holders of such shares to require appraisal of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Common Stock Merger Consideration, but instead at shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, its shares of Company Common Stock shall be deemed to be converted as of the Effective Time shall be converted into the right to receive payment the Common Stock Merger Consideration for each such share, without interest, subject to the terms of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at this Article 2. At the Effective Time, such any holder of Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment rights set forth in Section 262 of the fair value of such Dissenting Shares under DGCL 262, then and as provided in the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationprevious sentence. The Company shall give Acquiror prompt written notice to Parent of any demands for appraisal received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demandsdemands and any other instruments served pursuant to Section 262 of the DGCL, and Parent shall have give Acquiror the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentAcquiror, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in Any provision of this Agreement to the contrary notwithstanding, shares of if required by the DGCL (but only to the extent required thereby), Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by a holder holders of record such Company Common Shares who did have not vote voted in favor of the adoption of this Agreement (or consent consented thereto in writing) writing and is entitled to demand and who have properly demands exercised appraisal of such shares of Company Common Stock pursuant torights with respect thereto in accordance with, and who complies in all respects have complied with, Section 262 of the DGCL (“DGCL 262” and with respect to any such shares meeting Company Common Shares held by any such holder (the requirement of this sentence, “Dissenting Shares”) shall be cancelled and cease to exist and shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment and holders of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right entitled to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under DGCL 262the DGCL. If, then after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Company shall remain liable for payment of the Merger Consideration for such Dissenting Shares. At the Effective Time, any holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as any rights with respect thereto, except the rights provided in Section 262 of the Effective Time into, DGCL and to have become exchangeable solely for as provided in the right to receive, without interest or duplication, the Merger Considerationprevious sentence. The Company shall give Parent (i) prompt written notice to Parent (and in any event within two (2) Business Days of becoming aware) and copies of any demands demands, withdrawals or any other instruments served pursuant to the DGCL received by the Company for fair value of any shares appraisals of Company Common Stock pursuant to DGCL 262 Shares and of any withdrawals of such demands, and Parent shall have (ii) the reasonable opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment payment, or offer or agree to make any payment, with respect to, to any demands for appraisal or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of any Company Common Stock Shares issued and outstanding immediately prior to before the Effective Time and that are held by a holder of record who did Stockholder (a “Dissenting Stockholder”) that has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand the Merger and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in has complied with all respects with, Section 262 the provisions of the DGCL concerning the right of record holders of Company Shares to require appraisal of their Company Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the applicable portion of the Preferred Liquidation Proceeds, the Special Voting Stock Liquidation Proceeds and/or the Common Merger ConsiderationConsideration (as applicable) as described in Section 3.1(c), but shall instead at the Effective Time shall be converted into become the right to receive payment from Parent such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of such amounts as are payable in accordance with the DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such holder Stockholder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL). If, prior to the extent afforded by DGCL 262); provided that if any Effective Time, such holder shall fail Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the loses its right of such holder appraisal, in any case pursuant to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting DGCL, its Company Shares shall be deemed to have been be converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplicationinterest, the applicable portion of the Preferred Liquidation Proceeds, the Special Voting Stock Liquidation Proceeds and/or the Common Merger ConsiderationConsideration (as applicable) as described in Section 3.1(c). The Company shall give Parent prompt written notice to Parent of any demands demand for appraisal of Company Shares received by the Company for fair value Company, any withdrawal of any shares of such demand and any correspondence or other instrument served on the Company Common Stock pursuant to DGCL Section 262 and of any withdrawals of such demandsthe DGCL, and shall give Parent shall have the opportunity to participate in all negotiations and proceedings Proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if a Person (a “Dissenting Stockholder”) who has not voted in favor of, or consented to, the adoption of this Agreement and has complied with all the provisions of Section 262 of the DGCL concerning the right of holders of shares of Company Common Stock issued and outstanding immediately prior to require appraisal (the Effective Time and held by a holder “Appraisal Provisions”) of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such their shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 has duly demanded appraisal under the Appraisal Provisions with respect to any issued and outstanding shares of the DGCL Company Common Stock held by such Dissenting Stockholder (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), then to the extent the Appraisal Provisions are applicable, such Dissenting Shares shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(i), but instead at the Effective Time shall be converted into the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder effectively withdraws or otherwise waives or loses its demand for appraisal or otherwise fails to perfect its right of appraisal, in any case pursuant to Section 262 of the DGCL, each Dissenting Share shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease to exist, and treated as though such holder shall cease to have any rights with respect thereto other than share of Company Common Stock had been converted into the right to receive the fair value of such Dissenting Shares Merger Consideration pursuant to the extent afforded by DGCL 262Section 2.1(a)(i); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give Parent prompt written notice to Parent and true and complete copies of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in direct, at Parent’s expense, all negotiations and proceedings Proceedings with respect thereto, including any determination to make any payment to any Dissenting Stockholder with respect to such demands. Prior any of its Dissenting Shares under Section 262(h) of the DGCL prior to the Effective Time, the entry of judgment in any such proceedings regarding appraisal. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demanddemands or approve any withdrawal of any such demands or approve, authorize or agree commit to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and ("DISSENTING SHARES") that are outstanding immediately prior to the Effective Time and which are held by a holder of record person (a "DISSENTING STOCKHOLDER") who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, Merger and who complies in all respects with, Section 262 shall not have failed to perfect or shall not have effectively withdrawn or otherwise lost his rights to payment or appraisal under the applicable provisions of the DGCL Virginia Corporation Law and the California Corporations Code (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”"CALIFORNIA CORPORATION LAW") shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right entitled to receive payment such consideration as shall be determined pursuant to Article 15 of such amounts as are payable in accordance with DGCL 262 (it being understood the Virginia Corporation Law and acknowledged that at Division 1, Chapters 12 and 13 of the Effective TimeCalifornia Corporation Law. If, however, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder effectively withdraws his demand for payment or fails to perfect or otherwise shall waive, withdraw or lose the loses his right to payment or appraisal, in any case pursuant to the Virginia Corporation Law and the California Corporation Law, his shares of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger Consideration, without interest, pursuant to Section 2. The Company shall give Parent (i) prompt written notice to Parent of any demands received by the Company for fair value of any payment for shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such the NRS concerning the right of holders of shares of Company Common Stock pursuant toto demand appraisal of their shares (the "Appraisal Provisions") of Company Common Stock (such shares, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”) "), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Considerationshares of Parent Common Stock as set forth in Section 2.1(a)(ii), but instead at the Effective Time shall be converted into become the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Stockholder pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive procedures set forth in the fair value of NRS. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value NRS, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of such holder to be paid the fair value of such holder’s Dissenting Shares Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationreceive shares of Parent Common Stock as set forth in Section 2.1(a)(ii). The Company shall give Parent prompt written notice to Parent of any demands for appraisal of shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to any NRS and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in (a) Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by a holder of record holders who did not vote shall neither have voted in favor of the adoption of this Agreement (or consent Merger nor consented thereto in writing) writing and is entitled to demand who shall have properly and properly demands validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting collectively, the requirement of this sentence, “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder who holds any Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL or, pursuant to the terms of this Section 3.4, to receive payment of the Merger Consideration as provided in Section 3.1(a). Such holders of the Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s shares of Common Stock under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL. If, after the Effective Time, such holder of the Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingthereon.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and Shares held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in has complied with all respects with, Section 262 the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.01(a), but instead at shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, its Shares shall be deemed to be converted as of the Effective Time shall be converted into the right to receive payment of the Merger Consideration for each such amounts as are payable Share in accordance with DGCL 262 the provisions of this Agreement (it being understood and acknowledged that at if such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, following the Election Deadline (as defined herein) its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Cash Election Price for each such Share, without interest). At the Effective Time, such any holder of Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment rights set forth in Section 262 of the fair value of such Dissenting Shares under DGCL 262, then and as provided in the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationprevious sentence. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of Shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentParent (not to be unreasonably withheld), make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and Shares held by a holder of record person (a "Dissenting Stockholder") who did has not vote voted in favor of the adoption of this Agreement (Merger or consent consented thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, writing and who complies shall have demanded properly in all respects with, writing appraisal for such Shares in accordance with Section 262 of the DGCL and otherwise complies with all of the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into or represent the right to receive the Merger Consideration, but instead at the Effective Time unless such stockholder fails to perfect or withdraws or loses its right to appraisal. Such stockholders shall be converted into the right entitled to receive payment of the appraised value of such amounts as are payable Shares held by them in accordance with DGCL 262 (it being understood and acknowledged the provisions of such Section 262, except that at the Effective Time, such all Dissenting Shares held by stockholders who shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to payment of the fair value appraisal of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares Section 262 shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for for, as of the Effective Time, the right to receive, without interest or duplication, receive the Merger Consideration, without any interest or dividends thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Shares in the manner provided in Section 1.7. The Company shall give Parent and Bank One (i) prompt written notice to Parent of any demands for payment received by the Company, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentParent and Bank One, voluntarily make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any Shares which are issued and outstanding immediately prior to the First Effective Time and are held by a holder of record Person (a “Dissenting Stockholder”) who did not vote shall have neither voted in favor of the adoption of this Agreement (or consent Merger nor consented thereto in writing) writing and is entitled to demand who shall have properly and properly demands validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the applicable Merger Consideration, but instead at and the Effective Time shall be converted into the right to receive payment holders of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right entitled to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262in accordance with the provisions of Section 262 of the DGCL; provided, then the however, that if such Dissenting Stockholder effectively withdraws its demand for appraisal or fails to perfect or otherwise loses its right of such holder appraisal, in any case pursuant to be paid Section 262 of the fair value of such holder’s Dissenting Shares shall cease and such Dissenting DGCL, its Shares shall be deemed to have been be converted as of the First Effective Time into, and to have become exchangeable solely for into the right to receivereceive the applicable Merger Consideration, less any applicable withholding Taxes and without interest or duplicationthereon, for each such Share in accordance with the Merger Considerationprovisions of this Agreement. At the First Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent prompt written notice to Parent of any written demands or withdrawals of such demands for appraisal of Shares received by the Company for fair value of and any shares of other instruments served on the Company Common Stock pursuant to Section 262 of the DGCL 262 and of any withdrawals of such demands, and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect thereto. For purposes of this Section 2.1(e), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Shares (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such demandsdemands but will not be afforded any decision-making power or other authority over such demands except as set forth in the succeeding sentence. Prior to Notwithstanding the foregoing, between the date of this Agreement and the First Effective Time, the Company shall not, without the prior written consent of Parent, not voluntarily make any payment with respect to, or settle or compromise to any such demands or offer to settle or compromise, settle any such demand, or agree to do any of the foregoingdemands without Parent’s prior written consent.

Shares of Dissenting Stockholders. Anything in Any provision of this Agreement to the contrary notwithstanding, shares of if required by the DGCL (but only to the extent required thereby), Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by a holder holders of record such Company Common Shares who did have not vote voted in favor of the adoption of this Agreement (or consent consented thereto in writing) writing and is entitled to demand and who have properly demands exercised appraisal of such shares of Company Common Stock pursuant torights with respect thereto in accordance with, and who complies in all respects have complied with, Section 262 of the DGCL (“DGCL 262” and with respect to any such shares meeting Company Common Shares held by any such holder (the requirement of this sentence, “Dissenting Shares”) shall be canceled and cease to exist and shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment and holders of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right entitled to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under DGCL 262the DGCL. If, then after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Company shall remain liable for payment of the Merger Consideration for such Dissenting Shares. At the Effective Time, any holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as any rights with respect thereto, except the rights provided in Section 262 of the Effective Time into, DGCL and to have become exchangeable solely for as provided in the right to receive, without interest or duplication, the Merger Considerationprevious sentence. The Company shall give Parent (i) prompt written notice to Parent (and in any event within two (2) Business Days of becoming aware) of any demands, withdrawal of such demands or other instruments served pursuant to the DGCL received by the Company for fair value of any shares appraisals of Company Common Stock pursuant Shares prior to DGCL 262 the Effective Time and of any withdrawals of such demands, and Parent shall have (ii) the opportunity right to participate in control all negotiations and proceedings with respect to such demands; provided, that prior to the Effective Time, Parent shall consult with the Company and consider in good faith the Company’s advice with respect to such negotiations and proceedings and the Company shall have the right to participate in any such negotiations and proceedings. Prior to the Effective Time, the Company and Parent shall not, without except with the prior written consent of Parent, in the case of the Company, or the Company, in the case of Parent, make any payment with respect to, to any demands for appraisal or settle or compromise or offer to settle or compromise, any such demand, demands or waive any failure to timely deliver a written demand for appraisal or otherwise fail to comply with the provisions under Section 262 of the DGCL (or agree to commit to do any of the foregoing).

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and Shares held by a holder of record person (a "Dissenting Stockholder") who did has not vote voted in favor of the adoption of this Agreement (Merger or consent consented thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, writing and who complies shall have demanded properly in all respects with, writing appraisal for such Shares in accordance with Section 262 of the DGCL and otherwise complies with all of the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into or represent the right to receive the Merger Consideration, but instead at the Effective Time unless such stockholder fails to perfect or withdraws or loses its right to appraisal. Such stockholders shall be converted into the right entitled to receive payment of the appraised value of such amounts as are payable Shares held by them in accordance with DGCL 262 (it being understood and acknowledged the provisions of such Section 262, except that at the Effective Time, such all Dissenting Shares held by stockholders who shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to payment of the fair value appraisal of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares Section 262 shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for for, as of the Effective Time, the right to receive, without interest or duplication, receive the Merger Consideration, without any interest or dividends thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Shares in the manner provided in Section 1.7. The Company shall give Parent and Bank One (i) prompt written notice to Parent of any demands for payment received by the Company, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentParent and Bank One, voluntarily make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoing.demands. Section 1.7

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did shall not vote in favor of the adoption of have voted to adopt this Agreement (or consent thereto in writing) and is entitled to demand and who properly demands appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted as described in Section 2.7, but shall, as of the Effective Time, be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of Company Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable Consideration set forth in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationSection 2.7. The Company shall give Parent and Acquisition Sub (i) prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demandsreceived by the Company, and Parent shall have (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, such consent not to be unreasonably withheld, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demanddemands, except as required by law or agree to do any of regulation or that would not, individually or when taken in the foregoingaggregate, have a Company Material Adverse Effect.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and Shares held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in has complied with all respects with, Section 262 the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.01(b), but instead at shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, its Shares shall be deemed to be converted as of the Effective Time shall be converted into the right to receive payment of the Merger Consideration for each such amounts as are payable Share in accordance with DGCL 262 the provisions of this Agreement (it being understood and acknowledged that at if such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for each such Share, without interest). At the Effective Time, such any holder of Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right rights set forth in Section 262 of the DGCL and as provided in the previous sentence. Any payments required to receive the fair value of such Dissenting Shares be made with respect to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of made by the Effective Time intoSurviving Corporation (and not by the Company, and to have become exchangeable solely for the right to receive, without interest Parent or duplication, the Merger ConsiderationSub). The Company shall give Parent prompt written notice to Parent of any demands for appraisal of Shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock issued and outstanding immediately prior to of the Effective Time and Company held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to has made a demand and properly demands for appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, being referred to as “Dissenting Shares”) shall ” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares), will not be converted into or represent the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive a cash payment of such amounts as are payable in accordance with Section 2.01(b)(ii), and the holders of such shares shall be entitled to only such rights as are granted by Section 262 of the DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the rights granted by Section 262 of the DGCL); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws or loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive the fair value of such Dissenting Shares Merger Consideration determined in accordance with and subject to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waiveprovisions of Section 2.01, withdraw or lose the right to payment without interest, upon surrender of the fair value certificate representing such shares in accordance with the terms of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingSection 2.02.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in ---------------------------------- this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time of the Merger and that are held by a holder of record any person who did not vote in favor of objects to the adoption of this Agreement (or consent thereto in writing) Merger and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, with Section 262 of the DGCL concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “a "Dissenting Shares”Stockholder") shall not be converted as described in Section 3.01(d) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock (together -------- ------- with the associated Rights) outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted as of the Effective Time of the Merger into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of shares of Common Stock received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in (a) Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c) hereof) and held by a holder of record holders who did not vote shall neither have voted in favor of the adoption of this Agreement (or consent Merger nor consented thereto in writing) writing and is entitled to demand who shall have properly and properly demands validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting collectively, the requirement of this sentence, “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder who holds any Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL or, on the terms of this Section 3.5 to receive payment of the Merger Consideration as provided in Section 3.1(a). Such holders of the Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s shares of Common Stock under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL. If, after the Effective Time, such holder of the Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingthereon.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingbut only to the extent required by the DL, shares of Company SoftQuad Common Stock and SoftQuad Preferred Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did shall not vote have voted to approve and adopt this Agreement or consented thereto in favor writing and who shall have complied with all of the adoption provisions of this Agreement (or consent thereto in writing) the DL to dissent from the Merger and is entitled to demand and properly demands appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL DL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into the as described in Sections 2.01(c) and (d), unless such holder fails to perfect or withdraws or otherwise loses his right to receive the Merger Considerationappraisal. If, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at after the Effective Time, such Dissenting Shares Stockholder fails to perfect or withdraws or otherwise loses his right to appraisal, but shall instead become the right to receive such consideration as may be determined to be due such Dissenting Stockholder's shares of SoftQuad Common Stock or SoftQuad Preferred Stock shall no longer be outstanding, shall automatically be cancelled considered Dissenting Shares for purposes of this Agreement and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for for, at the right to receiveEffective Time, without interest or duplication, the Merger ConsiderationCorel Common Stock. The Company SoftQuad shall give Corel prompt written notice to Parent of any demands received by the Company SoftQuad for fair value appraisal of any shares of Company SoftQuad Common Stock pursuant to DGCL 262 and of any withdrawals of such demandsor SoftQuad Preferred Stock, and Parent Corel shall have the opportunity right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company SoftQuad shall not, without the except with prior written consent of ParentCorel, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time and shares of BRE Common Stock held by a holder of record person (a "Dissenting Stockholder") who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled has complied with all the provisions of the Applicable Statutes concerning the right of holders of shares of BRE Common Stock to demand and properly demands appraisal of such their shares (the "Appraisal Provisions") of Company BRE Common Stock pursuant to(such shares, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”) "), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Considerationshares of Parent Common Stock as set forth in Section 2.1(a)(ii), but instead at the Effective Time shall be converted into become the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Stockholder pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive procedures set forth in the fair value of Applicable Statutes. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value Applicable Statutes, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of such holder to be paid the fair value of such holder’s Dissenting Shares BRE Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationreceive shares of Parent Common Stock as set forth in Section 2.1(a)(ii). The Company BRE shall give Parent prompt written notice to Parent of any demands for appraisal of shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any BRE, withdrawals of such demands, demands and any other instruments served pursuant to any Applicable Statutes and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the Company BRE shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of the adoption of this the Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal who has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to demand appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationTransaction Consideration as described in Section 2.1(a)(i), but instead at the Effective Time such holder shall be converted into the right entitled to receive payment such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that Dissenting Stockholder, whether before, at or after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail effectively withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of Company Common Stock shall thereupon be treated as though such holder to be paid the fair value shares of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have Company Common Stock had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger ConsiderationTransaction Consideration pursuant to Section 2.1(a)(i) and such shares shall no longer be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demandsdemands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent the opportunity to participate in, and Parent shall have the opportunity right to participate in control, all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment to any Dissenting Stockholder with respect to, or settle or compromise or offer to settle settle, or compromiseapprove the withdrawal of, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to require appraisal of their shares (the DGCL "Appraisal Provisions") of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”) "), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Consideration, but instead at shall become the Effective Time right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each of such Dissenting Stockholder's shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration pursuant to Section 2.1(a)(iii). The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (which may be granted or withheld in Parent's sole and absolute discretion), make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of the adoption of this the Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal who has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to demand appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationTransaction Consideration as described in Section 2.1(a)(i), but instead at the Effective Time such holder shall be converted into the right entitled to receive payment such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that Dissenting Stockholder, whether before, at or after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail effectively withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of Company Common Stock shall thereupon be treated as though such holder to be paid the fair value shares of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have Company Common Stock had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger ConsiderationTransaction Consideration pursuant to Section 2.1(a)(i) and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment to any Dissenting Stockholder with respect to, or settle or compromise or offer to settle settle, or compromiseapprove the withdrawal of, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal who has complied with all the provisions of such Section 262 of the DGCL concerning the right of holders of shares of Company Common Stock pursuant toto demand appraisal of their shares (the “Appraisal Provisions”) of Company Common Stock, and who complies may include shares of Company Common Stock held by the Depositary in respect of which (i) no vote in favor of adoption of this Agreement was cast by the Depositary and (ii) all respects with, Section 262 actions have been taken by or on behalf of the beneficial owner of such shares to properly exercise the dissenters’ rights in accordance with the DGCL (“DGCL 262” and any such shares meeting whether directly on instruction of a holder of Company CDIs or by a Person, including a holder of Company CDIs, as proxy for the requirement of this sentence, Depositary) (“Dissenting Shares”) ), shall not be converted into the right to receive the Merger ConsiderationTransaction Consideration as described in Section 2.1(a)(i), but instead at the Effective Time such holder shall be converted into the right entitled to receive payment such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. To the extent such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that Dissenting Stockholder, whether before, at or after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights effectively withdraws its demand for appraisal with respect thereto other than the right to receive the fair value one or more shares of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Company Common Stock or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of Company Common Stock so withdrawn or with respect to which there is a loss or failure to perfect rights of appraisal shall thereupon be treated as though such holder to be paid the fair value shares of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have Company Common Stock had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger ConsiderationTransaction Consideration pursuant to Section 2.1(a)(i) and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment to any Dissenting Stockholder with respect to, or settle or compromise or offer to settle settle, or compromiseapprove the withdrawal of, any such demanddemands. Solely for purposes of this Section 2.1(b), or agree to do any a holder of shares of Company Common Stock shall include a “beneficial owner” (as defined in Section 262 of the foregoingDGCL) to the extent, and solely to the extent, such a beneficial owner is permitted to demand and perfect an appraisal of shares of Company Common Stock pursuant to the Appraisal Provisions.

Shares of Dissenting Stockholders. Anything (i) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Teton Merger Effective Time (other than the Cancelled Shares and the Converted Shares) and that are held by a holder holders of record such shares who did have not vote voted in favor of the adoption of this Agreement (or consent consented thereto in writing) writing and is entitled to demand and who have properly demands exercised appraisal of such shares of Company Common Stock pursuant torights with respect thereto in accordance with, and who complies in all respects have complied with, Section 262 of the DGCL (“DGCL 262” and with respect to such shares held by any such holder (such shares meeting of Company Common Stock, the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment and holders of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right entitled to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL in accordance with the provisions of such Section 262, then unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Teton Merger Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares shall thereupon be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Teton Merger Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Company shall remain liable for payment of the Merger Consideration for such shares. At the Teton Merger Effective Time, any holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as any rights with respect thereto, except the rights provided in Section 262 of the Effective Time into, DGCL and to have become exchangeable solely for as provided in the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingprevious sentence.

Shares of Dissenting Stockholders. Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided provided, that if any such holder shall fail to perfect or otherwise shall effectively waive, withdraw or otherwise lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration as provided in Section 3.1(a)(i). The Company shall give prompt written notice to Parent Acquiror of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and Shares, of any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged appraisal rights, and Parent Acquiror shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentAcquiror, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder of record stockholder who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and has properly demands exercised his appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of rights under the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”"DISSENTING SHARES") shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until the holder shall have failed to perfect, but instead at the Effective Time or shall be converted into the have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive payment of such amounts consideration as are payable in accordance may be determined to be due with DGCL 262 (it being understood and acknowledged that at the Effective Time, respect to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled pursuant to and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares subject to the extent afforded by DGCL 262); provided that if requirements of the DGCL. If any such holder shall fail have so failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right after the Election Deadline, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value each share of such holder’s Dissenting Shares 's Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without any interest or duplicationthereon, the Merger Per Share Stock Consideration or the Per Share Cash Consideration, or a combination thereof, as determined by PNC in its sole discretion. The Company shall give PNC (i) prompt written notice to Parent of any notice or demands received by the Company for fair value of any appraisal or payment for shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentPNC, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in (a) Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) has demanded and is entitled perfected such holder’s right to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall will not be converted into the right to receive the Merger Consideration, but instead at such holder will be entitled to such rights as afforded under the DGCL with respect to such Dissenting Shares unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL with respect to such Dissenting Shares or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 with respect to such Dissenting Shares. The Surviving Corporation shall be entitled to retain any of the Merger Consideration not paid on account of the Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Common Stock shall not be entitled to any portion thereof. If, after the Effective Time shall Time, any such holder fails to perfect or effectively withdraws or loses such appraisal right with respect to such Dissenting Shares, such Dissenting Shares will thereupon be treated as if they had been converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon (other than as stated in the Promissory Note), the Surviving Corporation shall remain liable for payment of the Merger Consideration for such shares of Common Stock, and the Surviving Corporation shall promptly provide cash to the Paying Agent for the benefit of the holders of shares of Common Stock at the Effective Time in an amount equal to the Cash Merger Consideration multiplied by the number of such Dissenting Shares, and such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such deemed Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingthis Agreement.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Luoxis Stock issued and that are outstanding immediately prior to the Effective Time and which are held by a holder of record stockholder who did not vote in favor of the adoption of this Agreement Luoxis Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies who, in all respects withrespects, complies with the provisions of, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Luoxis Merger Consideration, but instead at each holder of Dissenting Shares (the Effective Time “Dissenting Stockholders”), shall be converted into the right entitled to receive payment of the fair value of such amounts as are payable Dissenting Stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holder Dissenting Stockholder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to in accordance with the extent afforded by DGCL 262provisions of Section 262 of the DGCL); provided that if any , unless and until such holder Dissenting Stockholder shall fail have failed to perfect or otherwise shall waivehave effectively waived, withdraw withdrawn or lose lost rights to appraisal under the right DGCL (or a court of competent jurisdiction shall determine that such Dissenting Stockholder is not entitled to payment the relief provided by Section 262 of the fair value DGCL). If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right (or a court of competent jurisdiction shall determine that such Dissenting Shares under DGCL 262Stockholder is not entitled to the relief provided by Section 262 of the DGCL), then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares Stockholder’s shares of Luoxis Stock shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into, into and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent as of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall notLuoxis Merger Consideration for each such share of Luoxis Stock, as provided herein, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoinginterest thereon.

Shares of Dissenting Stockholders. Anything in (a) Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c)) and held by a holder of record holders who did not vote shall neither have voted in favor of the adoption of this Agreement (or consent Merger nor consented thereto in writing) writing and is entitled to demand who shall have properly and properly demands validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting collectively, the requirement of this sentence, “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder who holds any Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL or, on the terms of this Section 3.4 to receive payment of the Merger Consideration as provided in Section 3.1(a). Such holders of the Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s shares of Common Stock under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL. If, after the Effective Time, such holder of the Dissenting Shares fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingthereon.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock issued and outstanding immediately prior to the Closing Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Closing Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Closing Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair market value of such Dissenting Shares to the extent afforded by DGCL 262); provided provided, however, that if any such holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair market value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Closing Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the applicable Merger Consideration. “Proposed Dissenting Shares” means shares of Company Common Stock whose holders provide demands for fair market value to the Company prior to the Company Stockholders Meeting and do not vote in favor of the adoption of this Agreement, in each case in accordance with DGCL 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then such Proposed Dissenting Shares shall thereupon be deemed to be Cash Election Shares for all purposes of this Agreement, unless such holder of Proposed Dissenting Shares shall thereafter otherwise make a timely Election under this Agreement. If any holder of Proposed Dissenting Shares shall have so failed to perfect or has effectively withdrawn, waived or lost such holder’s right to dissent from the adoption of this Agreement after the Election Deadline, each of such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Closing Effective Time, the right to receive the Merger Consideration and shall be treated as Cash Election Shares. The Company shall give prompt written notice to Parent of any demands received by the Company for fair market value of any shares of Company Common Stock pursuant to DGCL 262 and Stock, of any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged dissenter’s rights, and Parent shall have the opportunity opportunity, at Parent’s expense, to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Closing Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement and has complied with all the provisions of the DGCL concerning the right of holders of shares of Company Common Stock to require appraisal (or consent thereto in writingthe “Appraisal Provisions”) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(iii), but instead at shall become the Effective Time right to receive such payment as may be determined to be due to such Dissenting Stockholder with respect to such Dissenting Shares pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal with respect to any Dissenting Shares, in any case pursuant to the DGCL, each such Dissenting Share shall thereupon be treated as though such Dissenting Share had been converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration pursuant to Section 2.1(a)(iii). The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in ---------------------------------- this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of record who did not vote in favor Florida law concerning the right of holders of Company Common Stock to dissent from the adoption of this Agreement (or consent thereto in writing) Merger and is entitled to demand and properly demands require appraisal of such their shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted as described in Section 3.01(c) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Florida. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the FBCA, his shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationinterest. The Company shall give Parent (i) prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demanddemands. SECTION 3.02. Exchange of Certificates. (a) Paying Agent. Prior to ------------------------- ------------- the Effective Time, Parent shall designate a bank or trust company to act as paying agent in the Merger (the "Paying Agent"), and, from time to time on, prior to or after the Effective Time, Parent shall make available, or agree cause the Surviving Corporation to do any make available, to the Paying Agent immediately available funds in amounts and at the times necessary for the payment of the foregoingMerger Consideration upon surrender of certificates representing Company Common Stock as part of the Merger pursuant to Section 3.01, it being understood that any and all interest earned on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingand to the extent available under the DGCL, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder of record the Company’s capital stock who did not vote in favor of the adoption of this Agreement (has properly exercised his, her or consent thereto in writing) and is entitled to demand and properly demands its appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, rights under Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into, or represent the right to receive, any portion of the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his, her or its right to appraisal of such Dissenting Shares under Section 262 of the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of Section 262 of the DGCL. If after the Effective Time any such holder of Dissenting Shares shall have so failed to perfect or have effectively withdrawn or lost such right, each share of such holder’s Company Stock shall thereupon be deemed to have been converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable without any interest thereon, in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationthis Section 1.5. The Company shall give Parent (i) prompt written notice to Parent of any notice or demands for appraisal or payment for shares of Company Stock, withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demandsdemands or notices. Prior Without limiting the Parent Indemnified Parties’ rights to the Effective Timeindemnification in accordance with Section 6.3, neither the Company shall notnor the Designated Stockholders shall, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, which consent shall not be unreasonably withheld, any such demand, or agree demands (it being understood that Parent shall have the sole right to do any of the foregoingwaive compliance with this requirement).

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any Shares which are issued and outstanding immediately prior to the Effective Time and are held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the applicable Merger Consideration, but instead at and the Effective Time shall be converted into the right to receive payment holders of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right entitled to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262in accordance with the provisions of Section 262 of the DGCL; provided, then the however, that if such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise waives, withdraws or loses its right of such holder appraisal, in any case pursuant to be paid Section 262 of the fair value of such holder’s Dissenting Shares shall cease and such Dissenting DGCL, its Shares shall be deemed to have been be converted as of the Effective Time into, and to have become exchangeable solely for into the right to receivereceive the applicable Merger Consideration for each such Share in accordance with the provisions of this Agreement. At the Effective Time, without interest or duplicationany holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Merger Considerationrights set forth in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of Shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in direct all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentParent or as otherwise required by applicable law, make any payment with respect to, or settle or compromise to any such exercise of appraisal rights or offer to settle or compromise, any such demand, or agree to do any of the foregoingrights.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such the NRS concerning the right of holders of shares of Company Common Stock pursuant toto demand appraisal of their shares (the "Appraisal Provisions") of Company Common Stock (such shares, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”) "), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Considerationshares of Parent Common Stock as set forth in Section 2.1(a)(ii), but instead at the Effective Time shall be converted into become the right to receive payment of such amounts consideration as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, may be determined to be due to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease Stockholder pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive procedures set forth in the fair value of NRS. If such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Stockholder withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value NRS, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of such holder to be paid the fair value of such holder’s Dissenting Shares Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationreceive shares of Parent Common Stock as set forth in Section 2.1(a)(ii). The Company shall give Parent prompt written notice to Parent of any demands for appraisal of shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to any NRS and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoing.demands. Exhibit 2.1

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did shall not vote in favor of the adoption of have voted to adopt this Agreement (or consent thereto in writing) and is entitled to demand and who properly demands appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted as described in Section 2.7, but shall, as of the Effective Time, be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of Company Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable Consideration set forth in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationSection 2.7. The Company shall give Holding and Acquisition Sub (i) prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demandsreceived by the Company, and Parent shall have (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentHolding, such consent not to be unreasonably withheld, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did has not vote voted in favor of of, or consented to, the adoption of this Agreement and has complied with all the provisions of the DGCL concerning the right of holders of shares of Company Common Stock to require appraisal (or consent thereto in writingthe "Appraisal Provisions") and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”) "), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(iii), but instead at shall become the Effective Time right to receive such payment as may be determined to be due to such Dissenting Stockholder with respect to such Dissenting Shares pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal with respect to any Dissenting Shares, in any case pursuant to the DGCL, each such Dissenting Share shall thereupon be treated as though such Dissenting Share had been converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration pursuant to Section 2.1(a)(iii). The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that that, at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall effectively waive, withdraw or otherwise lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration as provided in Section 3.1(a)(i). The Company shall give prompt written notice to Parent Acquiror of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and Shares, of any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged appraisal rights, and Parent Acquiror shall have the opportunity to participate in in, and direct all negotiations and proceedings with respect to to, such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentAcquiror, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything in (i) If provided for under the New York Statute, notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, shares each share of Company Common Stock issued and that is outstanding immediately prior to the Effective Time and which is held by stockholders (each, a holder of record "Dissenting Stockholder") who did shall not vote have voted in favor of the adoption of this Agreement (Merger or consent consented thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, writing and who complies shall have demanded properly in all respects withwriting appraisal for each such share in accordance with the New York Statute and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into or represent the right to receive the Per Share Cash Payment, the Per Share Escrow Amount or, if applicable, a Merger Consideration, but instead at the Effective Time Share. Each Dissenting Stockholder shall be converted into the right entitled to receive payment of such amounts as are payable the appraised value of each Dissenting Share held by them in accordance with DGCL 262 (it being understood and acknowledged the provisions of the New York Statute, except that at the Effective Time, such all Dissenting Shares held by Dissenting Stockholders who shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to payment of the fair value appraisal of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares New York Statute shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without any interest or duplicationthereon, the aggregate Per Share Cash Payment, the aggregate Per Share Escrow Amount and the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock Shares, if any, receivable pursuant to DGCL 262 and of any withdrawals of such demandsSection 2.1(c) hereof, and Parent shall have upon surrender, in the opportunity to participate manner provided in all negotiations and proceedings with respect to such demands. Prior to the Effective TimeSection 2.2, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingstock certificate(s) that formerly evidenced such Dissenting Shares.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote has properly exercised his appraisal rights in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration as set forth herein, but instead at unless and until the Effective Time holder shall be converted into the have failed to perfect, or shall have waived, effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive payment of such amounts consideration as are payable in accordance may be determined to be due with DGCL 262 (it being understood and acknowledged that at the Effective Time, respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any such holder of shares of Common Stock shall no longer be outstandinghave failed to perfect or shall have waived, shall automatically be cancelled and shall cease to existeffectively withdrawn or lost such right or it is determined that such holder does not have appraisal rights, and each share of Common Stock of such holder shall cease to have any rights with respect thereto other than the right to receive the fair value be treated as a share of such Dissenting Shares to the extent afforded by DGCL 262); provided Common Stock that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger Consideration. The Company shall give prompt written notice to Parent of any written demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to Section 262 of the DGCL 262 and of any or written threats thereof, attempted withdrawals of such demands, demands and any other instruments served pursuant to the DGCL and received by the Company with respect to stockholders’ rights of appraisal and Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demanddemands, or agree to do or commit to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time and held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote tendered into the Offer or has not voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) Agreement, and is entitled to demand and properly demands appraisal has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to demand appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationTransaction Consideration as described in Section 3.1(a)(i), but instead at such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder, after the First Effective Time, effectively withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each of such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted as of the First Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease applicable Transaction Consideration pursuant to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262Section 3.1(a)(i); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals or attempted withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment to any Dissenting Stockholder with respect to, or settle or compromise or offer to settle settle, or compromiseapprove the withdrawal of, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in (a) Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) has demanded and is entitled perfected such holder’s right to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies Shares in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall will not be converted into the right to receive the Merger Consideration, but instead at such holder will be entitled to such rights as afforded under the DGCL with respect to such Dissenting Shares unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL with respect to such Dissenting Shares or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 with respect to such Dissenting Shares. The Surviving Corporation shall be entitled to retain any of the Merger Consideration not paid on account of the Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Common Stock shall not be entitled to any portion thereof. If, after the Effective Time shall Time, any such holder fails to perfect or effectively withdraws or loses such appraisal right with respect to such Dissenting Shares, such Dissenting Shares will thereupon be treated as if they had been converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares, and the Surviving Corporation shall promptly provide cash to the Paying Agent for the benefit of the holders of shares of Common Stock at the Effective Time in an amount equal to the Merger Consideration multiplied by the number of such Dissenting Shares, and such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such deemed Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingthis Agreement.

Shares of Dissenting Stockholders. Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the approval and adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair market value of such Dissenting Shares to the extent afforded by DGCL 262); provided provided, however, that if any such holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair market value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and 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, without interest or duplication, the Merger Consideration. “Proposed Dissenting Shares” means shares of Company Common Stock whose holders provide demands for fair market value to the Company prior to the Company Stockholder Meeting and do not vote in favor of the approval and adoption of this Agreement, in each case in accordance with DGCL 262. The Company shall give prompt written notice to Parent of any demands received by the Company for fair market value of any shares of Company Common Stock pursuant to DGCL 262 and Shares, of any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged dissenter’s rights, and Parent shall have the opportunity opportunity, at Parent’s expense, to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any Shares which are issued and outstanding immediately prior to the Effective Time and are held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the applicable Merger Consideration, but instead at and the holders of such Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to holders of Dissenting Shares; provided, however, that if such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise waives, withdraws or loses its right of appraisal, in any case pursuant to Section 262 of the DGCL, its Shares shall be deemed to be converted as of the Effective Time shall be converted into the right to receive payment of the applicable Merger Consideration, without interest, for each such amounts as are payable Share in accordance with DGCL 262 (it being understood and acknowledged that at the provisions of this Agreement. At the Effective Time, such any holder of Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment rights set forth in Section 262 of the fair value of such Dissenting Shares under DGCL 262, then and as provided in the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationprevious sentence. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of Shares received by the Company, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent the opportunity to direct all negotiations and actions, suits, investigations, or proceedings (collectively, “Proceedings”) with respect thereto. The Company for fair value shall not, except with the prior written consent of Parent or as otherwise required by applicable Law, make any payment with respect to any such exercise of appraisal rights or offer to settle any such rights. The Company shall give Parent (i) prompt notice of any shares of Company Common Stock pursuant to DGCL 262 and written demands for appraisal of any withdrawals Shares, withdrawal of such demands, and Parent shall have any other instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to for demands for appraisal under the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoingDGCL.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of capital stock of the Company Common Stock issued and outstanding immediately prior to the Effective Time and which are held by a holder of record stockholders who did shall not vote in favor of the adoption of have voted to adopt this Agreement (or consent thereto in writing) and is entitled to demand and who have properly demands demanded appraisal of for such shares in accordance with the provisions of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (such stockholder, a “DGCL 262Dissenting Stockholder” and any such shares meeting the requirement of this sentenceshares, “Dissenting Shares”) shall not be converted into the right to receive a portion of the applicable Merger Consideration, ; but instead at the Effective Time such shares shall be converted into the right to receive payment of the amounts to which such amounts as shares are payable in accordance with DGCL 262 (it being understood and acknowledged that at entitled under applicable Law unless such holder fails to perfect or withdraws or loses his, her or its right to appraisal. If, after the Effective Time, such Dissenting Shares Stockholder fails to perfect or withdraws or loses his, her or its right to appraisal, such Dissenting Stockholder’s shares of capital stock of the Company shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such considered Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment for purposes of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of this Agreement and such holder’s Dissenting Shares shares of capital stock of the Company shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive a portion of the applicable Merger Consideration. The Company shall give Xxxxxx Merger Corp. prompt written notice to Parent of any demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the DGCL and received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demandsin connection with the Merger, and Parent Xxxxxx Merger Corp. shall have the opportunity to participate in direct and settle all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall will not, without except with the prior written consent of Parenteach Purchaser, make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Merger Stock (the “Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a holder of record stockholder who did not vote in favor of the adoption of this Agreement Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies who, in all respects withrespects, complies with the provisions of Section 262 of the DGCL (“DGCL 262” and any all such shares meeting stockholders, the requirement of this sentence, “Dissenting SharesStockholders”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead at the Effective Time such holder shall be converted into the right entitled to receive payment of the fair value of such amounts as are payable shares in accordance with the provisions of Section 262 of the DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to in accordance with the extent afforded by DGCL 262provisions of Section 262 of the DGCL); provided that if any , unless and until such holder shall fail have failed to perfect or otherwise shall waivehave effectively waived, withdraw withdrawn or lose lost rights to appraisal under the right DGCL (or a court of competent jurisdiction shall determine that such holder is not entitled to payment the relief provided by Section 262 of the fair value DGCL). If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right (or a court of such Dissenting Shares under DGCL 262, then the right of competent jurisdiction shall determine that such holder is not entitled to be paid the fair value relief provided by Section 262 of the DGCL), such holder’s Dissenting Shares shares of Company Merger Stock shall cease and such Dissenting Shares shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into, into and to have become exchangeable solely for the right to receive, without interest or duplicationas of the Effective Time, the Merger ConsiderationConsideration for each such share of Company Merger Stock, as provided herein, without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any Merger Stock, attempted withdrawals of such demandsdemands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, and Parent shall have (ii) the opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise settle, or offer or agree to settle or compromisesettle, any such demand, demand for payment or agree waive any failure by a stockholder to do any timely comply with the requirements of Section 262 of the foregoingDGCL to perfect or demand appraisal. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.2 to pay for shares of Company Merger Stock for which appraisal rights have been perfected shall be returned to Parent upon demand. The number of Dissenting Shares shall not exceed five percent (5%) of the Company Merger Stock.

Shares of Dissenting Stockholders. Anything in Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto thereto, other than the right to receive the fair value of such Dissenting Shares consideration as shall be determined pursuant to the extent afforded by DGCL 262); provided provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and Stock, of any withdrawals of such demands and of any other demands, notices or instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged dissenter’s rights, and Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder of record stockholder who did not vote in favor of has properly exercised his appraisal rights (the adoption of this Agreement (or consent thereto in writing"Dissenting Shares") and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of under the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until the holder shall have failed to perfect, but instead at the Effective Time or shall be converted into the have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive payment of such amounts consideration as are payable in accordance may be determined to be due with DGCL 262 (it being understood and acknowledged that at the Effective Time, respect to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled pursuant to and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares subject to the extent afforded by DGCL 262); provided that if requirements of the DGCL. If any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value each share of such holder’s Dissenting Shares 's Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without any interest or duplicationthereon, the Merger ConsiderationConsideration as provided in Section 1.4 and as allocated pursuant to Section 1.5 upon surrender of the Certificate or Certificates representing such Dissenting Shares. The Company shall give Parent (i) prompt written notice to Parent of any notice or demands received by the Company for fair value of any appraisal or payment for shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree demands. Dissenting Shares shall be deemed to do any be No Election Shares for purposes of the foregoingSection 1.5 hereof.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal who has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to demand appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger ConsiderationTransaction Consideration as described in Section 2.1(a)(i), but instead at the Effective Time such holder shall be converted into the right entitled to receive payment such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. To the extent such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that Dissenting Stockholder, whether before, at or after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights effectively withdraws its demand for appraisal with respect thereto other than the right to receive the fair value one or more shares of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail Company Common Stock or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of Company Common Stock so withdrawn or with respect to which there is a loss or failure to perfect rights of appraisal shall thereupon be treated as though such holder to be paid the fair value shares of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have Company Common Stock had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger ConsiderationTransaction Consideration pursuant to Section 2.1(a)(i) and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment to any Dissenting Stockholder with respect to, or settle or compromise or offer to settle settle, or compromiseapprove the withdrawal of, any such demanddemands. Solely for purposes of this Section 2.1(b), or agree to do any a holder of shares of Company Common Stock shall include a “beneficial owner” (as defined in Section 262 of the foregoingDGCL) to the extent, and solely to the extent, such a beneficial owner is permitted to demand and perfect an appraisal of shares of Company Common Stock pursuant to the Appraisal Provisions.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in --------------------------------- this Agreement to the contrary notwithstandingbut only to the extent required by the DGCL, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did shall not vote have voted to approve and adopt this Agreement or consented thereto in favor writing and who shall have complied with all of the adoption provisions of this Agreement (or consent thereto in writing) the DGCL to dissent from the Merger and is entitled to demand and properly demands appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into as described in Section 2.1(c), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal, but shall instead become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to the Merger ConsiderationDGCL. If, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at after the Effective Time, such Dissenting Shares Stockholder fails to perfect or withdraws or otherwise loses his right to appraisal, then such Dissenting Stockholder's shares of Company Common Stock shall no longer be outstanding, shall automatically be cancelled considered Dissenting Shares for the purposes of this Agreement and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for for, at the Effective Time, the right to receivereceive for each such share the amount in cash, without interest or duplicationinterest, the Merger Considerationthat a holder of a share (a "Nondissenting Share") of Company Common Stock who had not demanded appraisal would have received with respect to such Nondissenting Share. The Company shall give Acquisition Sub (i) prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentAcquisition Sub, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demanddemands, or agree or commit to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any issued and outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did has not vote voted in favor of of, or consented to, the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such the DGCL concerning the right of holders of shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to require appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Consideration, but instead at shall become the Effective Time right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, each of such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration pursuant to Section 2.1(a)(iii). The Company shall give Parent prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (which may be granted or withheld in Parent’s sole and absolute discretion), make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record or beneficial owner who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” ”, and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that that, at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder or beneficial owner shall fail to perfect or otherwise shall effectively waive, withdraw or otherwise lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger ConsiderationConsideration as provided in Section 3.1(a)(i). The Company shall give prompt written notice to Parent Acquiror of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and Shares, of any withdrawals of such demandsdemands and of any other instruments served pursuant to the DGCL and received by the Company relating to DGCL 262 and any alleged appraisal rights, and Parent Acquiror shall have the opportunity to participate in in, and direct all negotiations and proceedings with respect to to, such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentAcquiror, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Company Common Stock issued to dissent from the Merger and outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands require appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted as described in Section 3.01(c) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal of Shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demanddemands. (e) Withholding Tax. Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock outstanding immediately prior to the Effective Time such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or agree any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to do any the holder of the foregoingshares of Common Stock outstanding immediately prior to the Effective Time in respect of which such deduction and withholding was made. Section 3.02.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares any holder of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder of record who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and Merger who is entitled to demand and properly demands elects to demand appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section rights under sec. 262 of the DGCL and who has fully complied with the provisions thereof and who has not effectively withdrawn or lost such right (“DGCL 262” and any such shares meeting the requirement of this sentencea "Dissenting Stockholder"), “Dissenting Shares”) shall not receive the Merger Consideration, but shall be converted entitled to receive from the Surviving Corporation such consideration as may be determined to be due to such Dissenting Stockholder in consideration for such Dissenting Stockholder's Shares pursuant to sec. 262 of the DGCL; provided, however, that each Share outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who, after the Effective Time of the Merger, withdraws his demand for appraisal under sec. 262 of the DGCL, in writing delivered to the Surviving Corporation (subject to the written approval of the Surviving Corporation to the extent required by sec. 262 of the DGCL) or otherwise loses his right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Consideration, but instead at the Effective Time shall be converted into the right to receive payment Consideration and any cash in lieu of such amounts as are fractional shares issuable and payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationhis Shares. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree to do any of the foregoing.demands. SECTION 2.2

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstanding(but subject to this Section 2.1(b)), shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder of record who did has not vote in favor of the adoption of voted to adopt this Agreement (or consent consented thereto in writing) writing and is entitled to demand demand, and has properly demands demanded, appraisal of for such shares of Company Common Stock pursuant toShares in accordance with, and who complies in all respects with, Section 262 of the DGCL (“DGCL 262” and any such shares meeting Company Common Shares, the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 2.1(a)(iii), but instead at the Effective Time shall be converted into the right to receive payment such consideration as may be determined to be due to such holder pursuant to the procedures set forth in Section 262 of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at the Effective TimeDGCL, such subject to the further provisions of this Section 2.1(b). All Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to existexist as of the Effective Time, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Book-Entry Shares or Certificates representing Dissenting Shares shall thereafter represent only the rights of the holder thereof under Section 262 of the DGCL, subject to the extent afforded by DGCL 262further provisions of this Section 2.1(b); provided that if . If any such holder shall fail of Dissenting Shares timely withdraws its demand for appraisal or fails to perfect or otherwise shall waive, withdraw or lose loses its right of appraisal pursuant to the right to payment of the fair value of such Dissenting Shares under DGCL 262DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under the DGCL shall cease cease, and such Dissenting Shares shall instead be deemed to have been converted converted, as of the Effective Time intoTime, and to have become exchangeable solely for into the right to receivereceive the Merger Consideration only, without interest or duplicationinterest, the Merger Consideration. The Company shall give prompt written notice to Parent of any demands received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any withdrawals of such demandsSection 2.1(a)(iii), and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands. Prior subject to the Effective Time, the Company shall not, without provisions set forth in Section 2.2. Except with the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed, the Company shall not make any payment with respect to, or settle or compromise or offer to settle setter or compromisesettle, any such demanddemands with respect to Dissenting Shares or in relation to Section 262 of the DGCL, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder of record stockholder who did not vote in favor of has properly exercised his appraisal rights (the adoption of this Agreement (or consent thereto in writing"Dissenting Shares") and is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of under the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until the holder shall have failed to perfect, but instead at the Effective Time or shall be converted into the have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive payment of such amounts consideration as are payable in accordance may be determined to be due with DGCL 262 (it being understood and acknowledged that at the Effective Time, respect to such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled pursuant to and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares subject to the extent afforded by DGCL 262); provided that if requirements of the DGCL. If any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value each share of such holder’s Dissenting Shares 's Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time intoTime, and to have become exchangeable solely for the right to receive, without any interest or duplicationthereon, the Merger ConsiderationConsideration as provided in Section 1.4 and as allocated pursuant to Section 1.5 upon surrender of the Certificate or Certificates representing such Dissenting Shares. The Company shall give Parent (i) prompt written notice to Parent of any notice or demands received by the Company for fair value of any appraisal or payment for shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demand, or agree demands. Dissenting Shares shall be deemed to do any be No Election Shares for purposes of the foregoing.Section 1.5 hereof. 1.9

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a “Dissenting Stockholder”) who did has not vote in favor tendered into the Offer and has complied with all the provisions of the adoption DGCL concerning the right of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal holders of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 to require appraisal of their shares (the DGCL “Appraisal Provisions”) of Company Common Stock (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) ), to the extent the Appraisal Provisions are applicable, shall not be converted into the right to receive the Merger Transaction Consideration, but instead at the Effective Time shall be converted into become the right to receive payment such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at Dissenting Stockholder, after the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail withdraws its demand for appraisal or fails to perfect or otherwise shall waiveloses its right of appraisal, withdraw or lose in any case pursuant to the right to payment of the fair value DGCL, each of such Dissenting Shares under DGCL 262, then the right Stockholder’s shares of Company Common Stock shall thereupon be treated as though such holder to be paid the fair value shares of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have Company Common Stock had been converted as of the Effective Time into, and to have become exchangeable solely for into the right to receive, without interest or duplication, receive the Merger Transaction Consideration. The Company shall give Parent prompt written (and in any event within three (3) days) notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 and of any received by the Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromisesettle, any such demand, or agree to do any of the foregoingdemands.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, shares of Company Common Stock any Shares which are issued and outstanding immediately prior to the Effective Time and are held by a holder of record Person (a “Dissenting Stockholder”) who did has not vote voted in favor of or consented to the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and properly demands appraisal has complied with all the provisions of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“DGCL 262” and any such shares meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the applicable Merger Consideration, but instead at and the holders of such Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to holders of Dissenting Shares; provided, however, that if such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise waives, withdraws or loses its right of appraisal, in any case pursuant to Section 262 of the DGCL, its Shares shall be deemed to be converted as of the Effective Time shall be converted into the right to receive payment of the applicable Merger Consideration, without interest, for each such amounts as are payable Share in accordance with DGCL 262 (it being understood and acknowledged that at the provisions of this Agreement. At the Effective Time, such any holder of Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment rights set forth in Section 262 of the fair value of such Dissenting Shares under DGCL 262, then and as provided in the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Considerationprevious sentence. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of Shares received by the Company for fair value of any shares of Company Common Stock pursuant to DGCL 262 and of any Company, withdrawals of such demands, demands and any other instruments served pursuant to Section 262 of the DGCL and shall give Parent shall have the opportunity to participate in direct all negotiations and proceedings Proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentParent or as otherwise required by applicable Law, make any payment with respect to, or settle or compromise to any such exercise of appraisal rights or offer to settle or compromise, any such demand, or agree to do any of the foregoingrights.

Shares of Dissenting Stockholders. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingbut only to the extent required by the DGCL, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder of record person (a "Dissenting Stockholder") who did shall not vote have voted to approve and adopt this Agreement or consented thereto in favor writing and who shall have complied with all of the adoption provisions of this Agreement (or consent thereto in writing) the DGCL to dissent from the Merger and is entitled to demand and properly demands appraisal of for such shares of Company Common Stock pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“DGCL 262” and any such shares meeting the requirement of this sentence, “"Dissenting Shares”") shall not be converted into as described in Section 2.1(c), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal, but shall instead become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to the Merger ConsiderationDGCL. If, but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with DGCL 262 (it being understood and acknowledged that at after the Effective Time, such Dissenting Shares Stockholder fails to perfect or withdraws or otherwise loses his right to appraisal, then such Dissenting Stockholder's shares of Company Common Stock shall no longer be outstanding, shall automatically be cancelled considered Dissenting Shares for the purposes of this Agreement and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares to the extent afforded by DGCL 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such Dissenting Shares under DGCL 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for for, at the Effective Time, the right to receivereceive for each such share the amount in cash, without interest or duplicationinterest, the Merger Considerationthat a holder of a share (a "Nondissenting Share") of Company Common Stock who had not demanded appraisal would have received with respect to such Nondissenting Share. The Company shall give Acquisition Sub (i) prompt written notice to Parent of any demands received by the Company for fair value appraisal of any shares of Company Common Stock pursuant to DGCL 262 received by the Company and of any withdrawals of such demands, and Parent shall have (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentAcquisition Sub, make any payment with respect to, or settle or compromise or settle, offer to settle or compromiseotherwise negotiate, any such demanddemands, or agree or commit to do any of the foregoing.