Common use of Waiver of Appraisal Rights Clause in Contracts

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert exercise or perfect anyassert, any appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert assert, exercise or perfect anyperfect, directly or indirectly, and irrevocably and unconditionally waives, any appraisal rights pursuant to (including under Section 262 of the DGCL or otherwise in connection with the Merger DGCL) with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementand any rights to dissent with respect to the Merger (collectively, “Appraisal Rights”).

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert exercise or perfect anyassert, any appraisal rights pursuant to under applicable law, including Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect anyassert, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementShares.

Waiver of Appraisal Rights. The Stockholder hereby waives, irrevocably and unconditionally waives any rights of appraisal or rights to dissent from the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to Merger that Stockholder may have (including under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementDGCL).

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject of the Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned Stockholder, a copy of which is attached hereto as Exhibit A, with respect to the Merger and entitled to appraisal rights pursuant to Section 2.05 of the transactions contemplated by the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, irrevocably waives any and agrees not to assert or perfect any, all rights of appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection that such Stockholder may have with regard to the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Each Stockholder hereby irrevocably waives, to the full fullest extent permitted by Applicable of the Law, and agrees not to assert or perfect any, any appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger DGCL, a copy of which is attached hereto as Exhibit B, with respect to any all of such Stockholder’s Owned Shares with respect to the Merger and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to seek appraisal or assert or perfect any, appraisal any rights pursuant to of dissent from the Merger that it may have under Section 262 of the DGCL and, to the extent permitted by applicable Law, the Stockholder hereby waives any rights of appraisal or otherwise in connection with rights to dissent from the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to that it may have under Section 2.05 262 of the Merger AgreementDGCL.

Waiver of Appraisal Rights. The Stockholder hereby waives, waives any rights of appraisal or rights to dissent from the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to Merger that Stockholder may have under Section 262 of the DGCL or otherwise in connection with the Merger with respect to under any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementapplicable Law.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject of such Stockholder’s Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementsuch Stockholder.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger or any merger in connection with an Accepted Superior Proposal (unless the Company Board or a duly authorized committee thereof has made a Company Adverse Recommendation Change (that has not been rescinded or otherwise withdrawn) with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger or any merger in connection with an Accepted Superior Proposal (unless the Company Board has made a Change of Recommendation (that has not been rescinded or otherwise withdrawn)) with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, irrevocably waives and agrees not to assert or perfect any, exercise any and all rights of appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection that such Stockholder may have with regard to the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Each Stockholder hereby waiveswaives any rights of appraisal (including, to the full extent permitted by Applicable Lawwithout limitation, and agrees not to assert or perfect any, appraisal rights pursuant to under Section 262 of the DGCL DGCL) or otherwise in connection with rights of dissent from the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementthat such Stockholder may have.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all of the Subject Shares Beneficially Owned by such Stockholder with respect to the undersigned Merger and entitled to appraisal rights pursuant to Section 2.05 of the transactions contemplated by the Merger Agreement.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any all of such Stockholder’s Covered Shares owned (beneficially or of record) by such Stockholder, a copy of which is attached hereto as Schedule B, with respect to the Merger and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject of the Stockholder’s Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned Stockholder, with respect to the Mergers and entitled to appraisal rights pursuant to Section 2.05 of the transactions contemplated by the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any all of such Stockholder’s Covered Shares owned (beneficially or of record) by such Stockholder, a copy of which is attached hereto as Exhibit A, with respect to the Merger and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert exercise or perfect anyassert, any appraisal rights pursuant to under applicable laws, including Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert demand or perfect any, exercise appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled transaction subject to this Section 4.2, whether or not such appraisal rights pursuant to Section 2.05 of the Merger Agreementare otherwise available.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full fullest extent permitted by Applicable Lawof the law, and agrees not to assert or perfect anyassert, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementsuch Stockholder’s Shares.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger (unless the Board of Directors of the Company has made a Company Adverse Recommendation Change (that has not been rescinded or otherwise withdrawn)) with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject of such Stockholder’s Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned and entitled such Stockholder, a copy of which is attached hereto as Schedule B, with respect to appraisal rights pursuant to Section 2.05 of the Merger Agreementand the other Transactions.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert assert, exercise or perfect any, any appraisal rights (including pursuant to Section 262 of the DGCL or otherwise otherwise) in connection with the Merger Transactions, with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Stockholder hereby waiveswaives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have under applicable law, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to including Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementDGCL.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 section 1701.85 of the DGCL OGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementundersigned.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementsuch Stockholder.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably waives, to the full extent permitted by Applicable Law, and agrees not to assert exercise or perfect anyassert, any appraisal rights pursuant to under Section 262 of the DGCL or otherwise and any other similar statute in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect anyexercise, all appraisal rights pursuant to under Section 262 of the DGCL (and any other appraisal, dissenters’ or otherwise in connection with similar rights) related to the transactions contemplated by the Merger Agreement with respect to any the Covered Shares and all Subject Additional Shares Beneficially Owned owned or that may be acquired (in each case beneficially or of record, directly or indirectly) by the undersigned and entitled Stockholder, to appraisal rights pursuant to Section 2.05 of the Merger Agreementfullest extent permitted by Law.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, waives and agrees not to assert or perfect any, exercise any appraisal rights the Stockholder may have pursuant to Section 262 of the DGCL or otherwise in connection with relating to the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Rooster Merger with respect to any and all Subject Shares Beneficially Owned held by the undersigned of record or beneficially owned and entitled to appraisal rights pursuant to Section 2.05 2.04 (Appraisal Rights) of the Merger Agreement.

Waiver of Appraisal Rights. The Subject to Section 6.1 hereof, each Stockholder hereby waives, waives its rights to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to under Section 262 of the DGCL or otherwise with respect to any shares of Convertible Preferred Stock and Series A Preferred Stock owned by it in connection with the Merger with respect to any and all Subject Shares Beneficially Owned transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementStockholder’s Shares.

Waiver of Appraisal Rights. The Parent and each Stockholder hereby waives, to the full extent permitted by Applicable of the Law, and agrees not to assert or perfect anyassert, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger (unless the Company Board (acting on the recommendation of the Special Committee) or the Special Committee has made a Change of Recommendation) with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementShares.

Waiver of Appraisal Rights. The Each Stockholder hereby waivesirrevocably waives any and all rights he or it may have as to appraisal, dissent or any similar or related matter with respect to any of such Stockholder’s Subject Shares that may arise with respect to the full extent permitted Merger or any of the transactions contemplated by Applicable Lawthe Merger Agreement, and agrees not to assert or perfect anyincluding, appraisal rights pursuant to without limitation, under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementDGCL.

Waiver of Appraisal Rights. The Each Covered Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 such Covered Stockholder of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Solely with respect to the Merger Agreement and the transactions contemplated thereby, the Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementStockholder.

Waiver of Appraisal Rights. The Solely with respect to the Merger Agreement and the transactions contemplated thereby, each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementsuch Stockholder.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementShares.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementsuch Stockholder’s Shares.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, forever and irrevocably waives and agrees not to assert exercise any appraisal rights or perfect any, appraisal dissenters’ rights pursuant to Section 262 of the DGCL or otherwise any other applicable law in respect of the Subject Shares that may arise in connection with the Merger with respect to any Transactions, including the Offer and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect anyexercise, all appraisal rights pursuant to under Section 262 of the DGCL (and any other appraisal, dissenters’ or otherwise in connection with similar rights) related to the transactions contemplated by the Merger Agreement with respect to any the Covered Shares and all Subject Additional Shares Beneficially Owned owned or that may be acquired (in each case beneficially or of record, directly or indirectly) by the undersigned and entitled Stockholder, to appraisal rights pursuant to Section 2.05 of the Merger Agreementfullest extent permitted by Law. 5.

Waiver of Appraisal Rights. The Each Stockholder hereby waivesirrevocably waives any and all appraisal rights or dissenters’ rights in connection with the Merger Agreement and the form, terms and provisions thereof and the consummation by the Company of the transactions contemplated thereby, including the Merger, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to which such Stockholder may otherwise be entitled in accordance with Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementotherwise.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger (unless the Company Board has made a Change of Recommendation (that has not been rescinded or otherwise withdrawn)) with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, exercise its appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with other relevant provisions of the Merger DGCL with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of asset purchase transaction, the Merger AgreementAsset Purchase Agreement or the transactions contemplated thereby.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives, to the full extent permitted by Applicable Law, and agrees not to assert cause to be waived and to prevent the exercise of, any and all rights of appraisal, any dissenters’ rights and any similar rights relating to the Merger that Stockholder may have by virtue of, or perfect anywith respect to, appraisal the Subject Shares (including all rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementDGCL).

Waiver of Appraisal Rights. The Notwithstanding any provision in the Merger Agreement to contrary, the Stockholder hereby waiveswaives rights of appraisal, to the full extent permitted by Applicable Law, and agrees not to assert or perfect if any, appraisal rights pursuant to that the Stockholder may have under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Lawof the law, and agrees not to assert or perfect any, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger or any merger in connection with an Accepted Superior Proposal to which clause (ii) of Section 1 of this Agreement is applicable (unless the Board has made a Change in Recommendation that has not been rescinded or otherwise withdrawn) with respect to any and all Subject Shares Beneficially Owned held by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementrecord or beneficially owned.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect anycause to be waived and to prevent the exercise of, appraisal any rights pursuant to of appraisal, any dissenters’ rights (including under Section 262 of the DGCL or otherwise in connection with DGCL) and any similar rights relating to the Merger with respect to or any and all Subject related transaction that Stockholder or any other Person may have by virtue of the ownership of any outstanding Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementStockholder.

Waiver of Appraisal Rights. The Subject to Section 6.1 hereof, each Stockholder hereby waives, waives its rights to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to under Section 262 of the DGCL or otherwise with respect to any Preferred Shares owned by it in connection with the Merger with respect to any and all Subject Shares Beneficially Owned transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Each Principal Stockholder hereby waivesirrevocably waives any and all appraisal rights or dissenters’ rights in connection with this Agreement and the form, terms and provisions thereof and the consummation by SDRC of the transactions contemplated thereby, including, without limitation, the Merger, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to Section 262 of the DGCL or which such Principal Stockholder may otherwise be entitled in accordance with applicable Law in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, waives any appraisal rights pursuant with respect to his, her or its Company Capital Stock or any other rights to dissent from the Merger (including, without limitation, under Section 262 of the DGCL DGCL), that he, she or otherwise in connection with the Merger it has or may have with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementor the transactions contemplated thereby.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives, to the full extent permitted by Applicable Law, and agrees not to assert assert, exercise or perfect anyperfect, appraisal any and all rights pursuant he or it may have as to appraisal, dissent or any similar or related matter with respect to any of the Subject Shares that may arise with respect to the Merger or any of the other transactions contemplated by the Merger Agreement, including under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementDGCL.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned held by the undersigned of record or beneficially owned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Each Stockholder hereby waivesirrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating to the full extent permitted Merger Agreement and the consummation by Applicable Lawthe parties of the transactions contemplated thereby, and agrees not to assert or perfect anyincluding the Mergers, appraisal rights pursuant to that such Stockholder may have under applicable law (including Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementotherwise).

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned held by the undersigned of record or beneficially owned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any all of such Stockholder’s Covered Shares owned (beneficially or of record) by such Stockholder, a link to which is set forth on Schedule B, with respect to the Merger and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, irrevocably waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any all of such Stockholder’s Covered Shares owned (beneficially or of record) by such Stockholder, a copy of which is attached hereto as Exhibit A, with respect to the Merger and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Each Stockholder hereby waives, irrevocably and unconditionally waives any rights of appraisal or rights to dissent from the full extent permitted Merger and/or the transactions contemplated by Applicable Law, and agrees not to assert or perfect any, appraisal rights pursuant to the Merger Agreement that Stockholder may have under Section 262 of the DGCL or otherwise in connection with the Merger with respect to under any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementapplicable Law. 10.

Waiver of Appraisal Rights. The RESOLVED, that the Stockholder hereby waives, acknowledges awareness and an understanding of the right to demand appraisal of its shares of Common Stock and dissent to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, appraisal rights Merger pursuant to Section 262 of the DGCL or otherwise in connection with and has received and had the Merger with respect opportunity to read a copy of such section and hereby waives all and shall not pursue any and all Subject Shares Beneficially Owned by the undersigned and entitled to such appraisal rights pursuant to Section 2.05 of the Merger Agreementrights.

Waiver of Appraisal Rights. The Stockholder hereby waives, to To the full extent permitted by Applicable Law, each Stockholder hereby irrevocably and unconditionally waives, and agrees not to assert or perfect anyexercise, any rights of appraisal rights pursuant to (including under Section 262 of the DGCL DGCL), any dissenters’ rights and any similar rights relating to the Merger that such Stockholder may have, directly or otherwise indirectly, by virtue of the ownership of any Subject Shares, or may acquire in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Such Stockholder hereby irrevocably waives, to the full extent permitted by Applicable Law, and agrees not to assert exercise or perfect anyassert, any appraisal rights pursuant to under Section 262 of the DGCL or otherwise and any other similar statute in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably waives, to the full fullest extent permitted by Applicable of the Law, and agrees not to assert or perfect any, any appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger DGCL, a copy of which is attached hereto as Exhibit B, with respect to any all of such Stockholder’s Owned Shares with respect to the Merger and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby irrevocably waives, to the full fullest extent permitted by Applicable of the Law, and agrees not to assert or perfect any, any appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger DGCL, a copy of which is attached hereto as Exhibit A, with respect to any all of the Owned Shares with respect to the Merger and all Subject Shares Beneficially Owned the transactions contemplated by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreement.

Waiver of Appraisal Rights. The Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert or perfect any, waives all appraisal rights pursuant to under Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject of such Stockholder’s Covered Shares Beneficially Owned owned (beneficially or of record) by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger Agreementsuch Stockholder.

Waiver of Appraisal Rights. The Seller Stockholder hereby waives, to the full extent permitted by Applicable Law, and agrees not to assert exercise or perfect anyassert, any appraisal rights pursuant to under applicable law, including Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Subject Shares Beneficially Owned by the undersigned and entitled to appraisal rights pursuant to Section 2.05 of the Merger AgreementMerger.