Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Subject to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, each issued and outstanding share of Company Common Stock the holder of which has not voted in favor of, or otherwise consented to, the adoption of this Section 4.2(g), no Dissenting Stockholder shall be Agreement and that is entitled to receive the applicable Per Share Merger Consideration with respect and has properly perfected his, her or its right to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by dissent under Section 262 of the DGCL with respect to the Dissenting Shares owned by and has not effectively withdrawn or lost such Dissenting Stockholder and it being understood and acknowledged that at right as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights Time with respect to such shares (the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL, except as provided in this Section 2.2. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, upon receipt by Company of any written such demands for appraisal received by payment of the fair value of such shares of Company (or written threats thereof)Common Stock, any withdrawals of such demands notice and any other documents and instruments served provided pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings applicable Law with respect to appraisal rights (any stockholder duly making such demand for appraisal under the DGCLbeing hereinafter called a “Dissenting Stockholder”). The Company shall not, except with the prior written consent of Parent, voluntarily make make, or commit or agree to make, any payment with respect to, or deposit settle or offer to settle, any such demand for appraisal or payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Company shall give Parent the opportunity to participate in and control all negotiations and proceedings with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any . Any payments made in respect of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of made by the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSurviving Corporation.

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence contrary, including but without limitation Section 6.3(f), Common Shares held by a holder who has not voted such Common Shares in favor of the approval of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive Agreement and the applicable Per Share Merger Consideration or consented thereto in writing and with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder which appraisal rights shall be entitled to receive only the payment provided by have been demanded and perfected in accordance with Section 262 of the DGCL with respect (the "Dissenting Common Shares") and as of the Effective Time not withdrawn shall not be converted into the right to receive the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that consideration payable pursuant to Section 2.1(c) at or after the Effective Time, but such Common Shares shall become the right to receive such consideration as may be determined to be due to holders of Dissenting Common Shares pursuant to the laws of the State of Delaware unless and until the holder of such Dissenting Common Shares withdraws his or her demand for such appraisal or becomes ineligible for such appraisal. If a holder of Dissenting Common Shares shall no longer be outstandingwithdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise), then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Common Shares shall automatically be cancelled converted into and shall cease represent the right to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesreceive the merger consideration as provided in Section 2.1(c). The Company Seller shall give Parent Buyer (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal of Common Shares received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL Seller and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company Seller shall not, except with the without prior written consent of ParentBuyer, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle, offer to settle or settle any such demands or approve any withdrawal of otherwise negotiate, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe Company Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, other than such rights to be paid the fair value of such Dissenting Shares. The Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received Common Stock held by the Company (Stockholders who shall have failed to perfect or written threats thereof), any withdrawals who effectively shall have withdrawn or lost their rights to appraisal of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares of Company in respect of any demand for appraisal Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest interest, in the manner provided in Section 2.1 and Section 2.2. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or duplication, be entitled to the applicable Per Share Merger Consideration with respect payment of dividends or other distributions (except dividends or other distributions payable to such Common Shares or Preferred Shares, as applicable, pursuant stockholders of record prior to this Article IVthe Effective Time).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no a Dissenting Stockholder Share shall not be converted into the right to receive Merger Consideration, but instead such holder shall be entitled to receive payment of the applicable Per Share Merger Consideration fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to DGCL, unless and until the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at fails to perfect or effectively withdraws or loses those rights. At the Effective Time, such each Dissenting Shares Share shall no longer be canceled and cease to exist or be outstanding, shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of the shares is accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if a Dissenting Stockholder fails to perfect or effectively withdraws or otherwise forfeits the right to appraisal under Section 262, the right of such Dissenting SharesStockholder to be paid the fair value of such holder's Dissenting Shares shall cease to exist and such Dissenting Stockholder's Dissenting Shares shall be deemed to have converted into and represent for all purposes only the right to receive the Merger Consideration payable upon surrender of the Company Stock Certificate representing those shares pursuant to Section 2.5(b). The Company shall give Parent (i) reasonably prompt notice of any written notice of, and copies ofdemand for appraisal of any Company Shares, any written demands for appraisal received by the Company (or written threats thereof)attempted withdrawal of any such demand, any withdrawals of such demands and any other documents and instruments instrument served on the Company pursuant to the DGCL and received by the Company in respect relating to rights of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct consult with respect to all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, not voluntarily make any payment in respect of, or deposit with respect to any demands for appraisals, settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demandsdemand for appraisal without Parent's prior written consent, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder which shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall not be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVunreasonably withheld.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this contrary, Dissenting Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 4.2(g4.1(a), no but rather, the holders of Dissenting Stockholder Shares shall be entitled only to receive payment of the applicable Per Share Merger Consideration with respect to the appraisal value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that payment (and, 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 Dissenting Stockholder holders shall cease to have any other rights right with respect thereto, except the right to receive the appraisal value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereof), any withdrawals provisions of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Section 262 of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not); provided, except with the prior written consent of Parentthat, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle if any such demands or approve any withdrawal of any such demands, or agree, authorize or commit holder shall fail to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn perfect or otherwise waived shall waive, withdraw or lost lose the right to appraisal under Section 262 of the DGCL with respect DGCL, then the right of such holder to any be paid the fair value of such holder’s Dissenting Shares, 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 the Merger Consideration (without interest thereon) as provided in Section 4.1(a). The Company shall notify Parent as promptly as reasonably practicable of any written demands received by the Company for payment of the fair value of any Common Shares and shall provide Parent a reasonable opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by Applicable Law, the right to receiveCompany shall not, without interest the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or duplicationdelayed), the applicable Per Share Merger Consideration make any payment with respect to, or settle or offer to settle, any such Common Shares demands, waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or Preferred Shares, as applicable, pursuant agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, any shares of this Section 4.2(g)Company Common Stock that constitute Appraisal Shares shall not be converted into the right to receive the Merger Consideration, no Dissenting Stockholder and each holder of Appraisal Shares shall be entitled only to receive the applicable Per Share Merger Consideration such consideration as may be determined to be due with respect to the Dissenting such Appraisal Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled pursuant to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and (it being understood and acknowledged that at from and after the Effective Time, such Dissenting Appraisal Shares shall no longer be outstanding, shall automatically be cancelled canceled and shall cease to exist, exist and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto other than the right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL). If any holder of Appraisal Shares shall fail to timely perfect or shall otherwise waive, withdraw or lose such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, holder’s right to appraisal and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal payment under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under whether occurring before, at or after the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demandsEffective Time), or agree, authorize or commit to do any a court of the foregoing. If any Dissenting Stockholder competent jurisdiction shall have effectively withdrawn or otherwise waived or lost the determined that such holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, then (i) such shares shall on longer be deemed to be Appraisal Shares and the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL with respect to any Dissenting Sharesshall cease, and (ii) such Dissenting Appraisal Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, Time into and have become exchangeable only for the right to receivereceive (upon the surrender of the Company Stock Certificate(s) previously representing such Appraisal Shares if applicable) the Merger Consideration, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVinterest.

Appraisal Rights. Subject to the last sentence of this Section 4.2(g3.02(f), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant relating to the DGCL and received by the Company in respect Company’s stockholders’ demands of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been become Eligible Shares and thereupon converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Eligible Shares or Preferred Shares, as applicable, pursuant to this Article IVIII.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Seller Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe Seller Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice ofhowever, and copies of, any written demands for appraisal received that all shares of Seller Common Stock held by the Company (Seller Stockholders who shall have failed to perfect or written threats thereof), any withdrawals who effectively shall have withdrawn or lost their rights to appraisal of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVmanner provided in Sections 3.1 and Section 3.2.

Appraisal Rights. Subject to the last sentence of this Section 4.2(g4.2(f), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant relating to the DGCL and received by holders of Shares’ demands of appraisal. Parent shall have the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been become Eligible Shares and thereupon converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Company Common Stock shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the of any Company (or written threats thereof)Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Company Common Stock held by such Dissenting Shares Shareholder shall thereupon be deemed to have treated as though such Company Common Stock had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 1.6.1.

Appraisal Rights. Subject (a) Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of this Section 4.2(g)Citadel Common Stock issued and outstanding immediately prior to the Effective Time and which are held by shareholders who object to the Merger and comply with all of the relevant provisions of the DGCL ("Dissenting Shares") shall not be converted into or represent a right to receive XxxxXxxx Common Stock hereunder or pursuant to the Articles of Merger at or after the Effective Time, no Dissenting Stockholder but instead shall be entitled to receive payment of the applicable Per Share Merger Consideration appraised value of such shares in accordance with respect the provisions of the DGCL, unless and until the holder thereof shall have failed to perfect, or shall have effectively withdrawn or lost, such rights to appraisal and payment under the DGCL. If a holder of Dissenting Shares shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment, then as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall be converted into and solely represent the right to receive shares of XxxxXxxx Common Stock, as provided herein. Citadel shall give XxxxXxxx prompt notice upon receipt by Citadel of any written objection to the plan of merger set forth herein (any shareholder duly making such objection being hereinafter called a "Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled Shareholder"). Citadel agrees that prior to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall it will not, except with without the prior written consent of ParentXxxxXxxx, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVobjection.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by stockholders of this the Company who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 4.2(g), no 23B.13.230 of the WBCA (the "Dissenting Stockholder Stockholders") shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such stockholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesWBCA. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Merger Consideration, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL WBCA and received by the Company in relating to stockholders' rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect of any demand to demands for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under WBCA. Neither the DGCL. The Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 to dissent, then (i) as of the DGCL with respect to any Dissenting Sharesoccurrence of such event, such Dissenting holder's Company Shares shall be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, represent the right to receivereceive the Parent Shares issuable pursuant to Section 4.1, without interest or duplicationand (ii) promptly following the occurrence of such event, Parent shall deliver to the applicable Per Share Exchange Agent the Merger Consideration with respect to which such Common Shares or Preferred Shares, as applicable, holder is entitled pursuant to this Article IVSection 4.1.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence of this contrary, Dissenting Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 4.2(g1.5(a)(i), no but rather, the holders of Dissenting Stockholder Shares shall be entitled only to receive payment of the applicable Per Share Merger Consideration with respect to the appraisal value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 1.9 with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that payment (and, 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 Dissenting Stockholder holders shall cease to have any other rights right with respect thereto, except the right to receive the appraisal value of such Dissenting Shares. The Company Shares in accordance with the provisions of Section 262 of the DGCL); provided, that, if any such holder of Dissenting Shares shall give Parent (i) reasonably prompt written notice offail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands payment under and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate extent set forth in and direct all negotiations and Proceedings in accordance with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect (whether occurring before, at or after the Effective Time), then the right of such holder to any be paid the fair value of such holder’s Dissenting Shares, 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, as of the Effective Time, the right to receive, receive the Merger Consideration (without interest or duplicationthereon) as provided in Section 1.5(a)(i), the applicable Per Share Merger Consideration with respect and such shares shall not be deemed to such Common Shares or Preferred be Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock, no Dissenting Stockholder if any, as to which the holder (or, in the case of a beneficial owner making a demand in its own name) thereof shall be entitled to receive have (i) properly demanded appraisal and otherwise complied with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (“Section 262”) and (ii) not effectively withdrawn or lost such holder’s (or such beneficial owner’s) rights to appraisal (each, a “Dissenting Share”), shall not be converted into the right to receive the Merger Consideration pursuant to Section 2.1 and Section 2.2, but instead at the Effective Time shall become entitled only to payment of the fair value of such shares of Company Common Stock determined in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and Section 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 Dissenting Stockholder holder (or beneficial owner, as applicable) shall cease to have any other rights with respect thereto other than the right to receive the fair value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice ofShares as determined in accordance with Section 262); provided, and copies ofhowever, that if any written demands for appraisal received by the Company such holder (or written threats thereof)beneficial owner, any withdrawals as applicable) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair value of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal Dissenting Shares under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall notSection 262, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost then the right under Section 262 of such holder (or beneficial owner, as applicable) to be paid the DGCL with respect to any fair value of such holder’s (or such beneficial owner’s) Dissenting Shares, 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 for, as of the Effective Time, solely for the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1 and Section 2.2.

Appraisal Rights. Subject (a) Notwithstanding anything in any other section of this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect outstanding immediately prior to the Dissenting Shares owned Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares in accordance with Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Dissenting Shares owned by Merger Consideration, unless such Dissenting Stockholder and it being understood and acknowledged that at holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received Shares held by them in accordance with the Company (or written threats thereof), any withdrawals provisions of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Section 262 of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall notNotwithstanding the foregoing, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle if any such demands or approve any withdrawal of any such demands, or agree, authorize or commit holder shall fail to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn perfect or otherwise waived shall waive, withdraw or lost lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to receive payment of the appraised value of such Dissenting Shares held by them in accordance with respect to any Dissenting Shares, the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.02, of the Certificate or duplication, the applicable Per Share Merger Consideration with respect to Certificates that formerly evidenced such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Seller Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderSeller Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Seller Common Stock held by Seller Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVmanner provided in Sections 3.1 and 3.2.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has delivered a written demand for appraisal of such shares in accordance with Section 0-000-000 et seq. of the CBCA, if such sections provide for appraisal rights for such shares of Company Common Stock in the Merger ("Dissenting Shares"), shall not be converted as provided in Section 1.5 of this Section 4.2(g)Agreement, no Dissenting Stockholder shall be entitled unless and until such holder fails to receive perfect or effectively withdraws or loses his right to appraisal and payment under the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting StockholderCBCA. If, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his right to appraisal, such Dissenting Shares shall no longer thereupon be outstandingtreated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 1.5 hereof, shall automatically be cancelled and shall cease to existtogether with any dividends or distributions payable thereon, and to which such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesholder is entitled, without interest thereon. The Company shall give Parent (i) reasonably prompt written notice ofof any demands received by Company for appraisal of Company Common Stock, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant prior to the DGCL and received by Effective Time, Parent shall have the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under such demands. Prior to the DGCL. The Effective Time, Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. Parent covenants and agrees that, or agree, authorize or commit in the event any cash payment is to do any be made following the Effective Time in respect of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares (as a result of a judgment, settlement or otherwise), Parent shall be deemed contribute to have been converted intothe capital of Surviving Corporation an amount sufficient to make such payment, and to have become exchangeable forno funds or other assets of Surviving Corporation shall, as of the Effective Timedirectly or indirectly, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to be used for such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVpurpose.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a stockholder (a “Dissenting Stockholder”) who is entitled to demand, and who properly demands, appraisal of such shares pursuant to, and who complies in all respects with, Section 4.2(g), no 262 of the DGCL shall not be converted into the right to receive the Merger Consideration. No Dissenting Stockholder shall be entitled to receive the applicable Per Share any Merger Consideration with in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting StockholderShares under the DGCL, but instead, each and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder and it being understood and acknowledged that at shall have failed properly to perfect or shall have effectively withdrawn or lost the Effective Timeright to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease to exist, and treated as though such Dissenting Stockholder shall cease Shares had been converted into the Merger Consideration pursuant to have any other rights with respect to such Dissenting SharesSection 1.14. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)appraisal, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and applicable Law received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, shares of this Company Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who shall have not voted in favor of the Merger, consented thereto in writing or waived their respective appraisal or dissenters’ rights under the Company Stockholders Agreements or otherwise, and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Stock in accordance with Section 4.2(g)262 of the DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such Company Stockholders shall have no Dissenting Stockholder shall be entitled right to receive receive, the applicable Per Share Merger Consideration with respect Consideration, unless and until such stockholder fails to perfect, withdraws or otherwise loses his, her or its right to appraisal and payment under the Dissenting Shares owned by such Dissenting StockholderDGCL. Any Company Stockholder who fails to perfect, but insteadeffectively withdraws or otherwise loses his, each Dissenting Stockholder shall be entitled her or its rights to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights appraisal with respect to such Dissenting Shares. The shares of Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right Stock under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred SharesConsideration, as without any interest thereon, upon surrender, if applicable, pursuant in the manner provided in Section 2.2(b), of the Certificate or Certificates that formerly evidenced such shares of Company Stock, and such shares of Company Stock shall cease to be “Company Dissenting Shares” for purposes of this Article IVAgreement.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares (“Appraisal Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting demand and properly demands appraisal of such Appraisal Shares owned by such Dissenting Stockholderpursuant to, but insteadand who complies in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to (“Section 262”) shall not be converted into the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Merger Consideration as provided in Section 2.08(c), but instead, at the Effective Time, such Dissenting the Appraisal Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder the holders of Appraisal Shares shall cease to have any other rights with respect thereto except the right to payment of the fair value of such Appraisal Shares in accordance with Section 262; provided that if any such holder shall fail to perfect the right to appraisal under Section 262 with respect to such Dissenting Appraisal Shares or withdraw in accordance with Section 262 its demand for appraisal under Section 262 with respect to such Appraisal Shares, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration as provided in Section 2.08(c), without interest. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, to Parent of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect for appraisal of any demand for appraisal under shares of Company Common Stock, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in in, and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of Parentthe Company, voluntarily require the Company to make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Seller Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderSeller Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL with respect (the ‘‘Appraisal Rights Provisions’’) (i) have not voted in favor of adopting and approving this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, and (iii) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the ‘‘Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Shares’’), will not be converted as described in Section 3.1, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Seller Common Stock held by Seller Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect shares of any demand for appraisal Seller Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, canceled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration manner provided in Section 3.1. Persons who have perfected statutory rights with respect to Dissenting Shares (the ‘‘Dissenting Stockholders’’) as described above will not be paid as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this Section 4.2(g), no Dissenting Stockholder shall be the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 2.7, without any interest thereon. The Company shall give Parent (i) reasonably give Parent prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in relating to stockholders’ rights of appraisal, (ii) give Parent the right to make the final determination with respect of any demand to all negotiations and proceedings related to demands for appraisal under the DGCL and (iiiii) not waive any failure by a reasonable opportunity stockholder of the Company to participate in and direct all negotiations and Proceedings comply with respect the requirements of DGCL Section 262 to any perfect or demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any demand for payment. Any portion of the foregoing. If any Dissenting Stockholder shall Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect contrary and to the Dissenting extent available under the DGCL, Company Shares owned that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Shares in accordance with Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares Shares”) shall no longer not be outstanding, shall automatically be cancelled and shall cease to existconverted into, and such Dissenting Stockholder stockholders shall cease have no right to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies ofreceive, any written demands for of the Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal payment under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any Any stockholder of the foregoing. If any Dissenting Stockholder shall have Company who fails to perfect or who effectively withdrawn withdraws or otherwise waived losses his, her or lost the right its rights to appraisal of such Company Shares under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, upon (i) surrender of a Certificate (or duplicationaffidavit of loss in lieu thereof in the form required by the Letter of Transmittal), together with the applicable Per Share Merger Consideration delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company or (ii) delivery of an “agent’s message” in the case of Company Common Stock held in book-entry form, together with respect the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVthe Company.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe Minority Holders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement or consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and each holder of such shares (the “Dissenting Stockholder Shares”) shall cease to have any other rights with respect thereto, other than such rights to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by be paid the Company (or written threats thereof), any withdrawals fair value of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Common Stock held by the stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest interest, upon surrender of the Certificate or duplicationCertificates that formerly evidenced such shares of Common Stock or, in the applicable Per Share Merger Consideration case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, in each case in accordance with Section 3.04. From and after the Effective Time, holders of Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions with respect to such Common Shares the Company, the Surviving Corporation or Preferred Shares, as applicable, pursuant Parent (except dividends or other distributions payable to this Article IVstockholders of record of the Company prior to the Effective Time).

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting Stockholderthe stockholders of the Company who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement or consented thereto in writing, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and each holder of such shares (the “Dissenting Stockholder Shares”) shall cease to have any other rights with respect thereto, other than such rights to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by be paid the Company (or written threats thereof), any withdrawals fair value of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares provided under the Appraisal Rights Provisions; provided, however, that all shares of Common Stock held by the stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest interest, upon surrender of the Certificate or duplicationCertificates that formerly evidenced such shares of Common Stock or, in the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred case of Book-Entry Shares, as applicableupon adherence to the procedures set forth in the letter of transmittal, pursuant in each case in accordance with Section 3.04. From and after the Effective Time, Dissenting Shares shall not be entitled to this Article IVvote 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).

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Company Common Stock (the “Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares”) that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held of record by such Dissenting StockholderCompany Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the right to receive the Merger Consideration, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to exist, exist and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares or former shares of Company Common Stock held by such Dissenting Shares. The Company Stockholders who shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares or former shares of Company in respect of any demand for appraisal Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the Merger Consideration relating thereto, without interest or duplicationinterest, in the applicable Per Share Merger Consideration with respect manner provided in Sections 2.1(c) and subject to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.2 and Section 2.4.

Appraisal Rights. Subject Each issued and outstanding share of NAL Common Stock the holder of which has perfected his right to dissent under the last sentence DGCL and has not effectively withdrawn or lost such right as of this Section 4.2(g)the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive the per share Merger Consideration hereunder, no Dissenting Stockholder and the holder thereof shall be entitled only to receive such rights as are granted by the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned DGCL. NAL shall give FNFG prompt notice upon receipt by NAL of any such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the demands for payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by fair value of such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof)shares of NAL Common Stock, any withdrawals of such demands notice and any other documents and instruments served provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”), and FNFG shall have the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company NAL shall not, except with the prior written consent of ParentFNFG, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demand for payment, or approve waive any withdrawal failure to timely deliver a written demand for appraisal or the taking of any other action by such demands, or agree, authorize or commit Dissenting Stockholder as may be necessary to do any perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the foregoingSurviving Entity. If any Dissenting Stockholder shall have effectively withdrawn withdraw or otherwise waived lose (through failure to perfect or lost the otherwise) his right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed payment at or prior to have been converted into, and to have become exchangeable for, as of the Effective Time, the such holder’s shares of NAL Common Stock shall be converted into a right to receive, without interest receive cash or duplication, FNFG Common Stock in accordance with the applicable Per Share Merger Consideration with respect provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time (or the Election Deadline), each share of NAL Common Shares or Preferred Shares, Stock of such holder shall be treated as applicable, pursuant to this Article IVa Non-Election Share.

Appraisal Rights. Subject Each issued and outstanding share of Company Common Stock the holder of which has perfected his right to dissent under the last sentence DGCL and has not effectively withdrawn or lost such right as of this Section 4.2(g)the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration hereunder, no Dissenting Stockholder and the holder thereof shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesrights as are granted by the DGCL. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, upon receipt by Company of any written such demands for appraisal received by payment of the fair value of such shares of Company (or written threats thereof)Common Stock, any withdrawals of such demands notice and any other documents and instruments served provided pursuant to the DGCL and received by the Company in respect of applicable law (any stockholder duly making such demand for appraisal under the DGCL and (ii) being hereinafter called a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL“Dissenting Stockholder”). The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or deposit settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Company shall give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any . Any payments made in respect of Dissenting Shares shall be made by the foregoingSurviving Corporation. If any Dissenting Stockholder shall have effectively withdrawn withdraw or otherwise waived lose (through failure to perfect or lost the otherwise) his, her or its right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed payment at or prior to have been converted into, and to have become exchangeable for, as of the Effective Time, the such holder’s shares of Company Common Stock shall be converted into a right to receive, without interest or duplication, receive the Merger Consideration in accordance with the applicable Per Share Merger Consideration with respect provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time (or the Election Deadline), each share of Company Common Shares or Preferred Shares, Stock of such holder shall be treated as applicable, pursuant to this Article IVa No Election Share.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Shares (the "Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stock holders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively with drawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1(c).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger or consented thereto and properly exercises and perfects appraisal rights in respect of such shares pursuant to, and in accordance with, the provisions of Section 4.2(g262 of the DGCL (the “Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration payable pursuant to Section 3.1(b)(i), no Dissenting Stockholder but instead at the Effective Time shall be entitled to receive only those rights as are granted by Section 262 of the applicable Per Share Merger Consideration with respect DGCL, and at the Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist. If any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment relief provided by Section 262 of the DGCL with respect DGCL, then such shares of Company Common Stock shall thereupon cease to the Dissenting constitute Appraisal Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereafter be deemed to have been converted into, into and to have become exchangeable forbecome, as of the Effective Time, the right to receive, without interest or duplicationthereon, the applicable Per Share Merger Consideration Consideration. The Company shall deliver prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock and the Company shall provide Parent with the opportunity to participate in all negotiations and proceedings with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemands for appraisal under the DGCL.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares and Series D-1 Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g262 of the DGCL (each, a “Dissenting Stockholder”), no shall not be converted into or be exchangeable for the right to receive the Merger Consideration therefor (the “Dissenting Shares”), but instead such Dissenting Stockholder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the fair value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and 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 Dissenting Stockholder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share or Series D-1 Share, in accordance with Section 2.7(c), without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (of any Shares or written threats thereof)Series D-1 Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent or as otherwise required by an order, voluntarily decree, ruling or injunction of a court of competent jurisdiction, make any payment or deposit with respect to any demands for appraisalsto, or settle or compromise or offer to settle or settle compromise, any such demands or approve any withdrawal of any such demandsdemand, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding Section 1.7 (Effect on Capital Stock), shares of New JPI Common Stock that are issued and outstanding immediately prior to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Effective Time and held by a holder who has not consented to the Dissenting Shares owned by Merger and who has demanded appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares of New JPI Common Stock in accordance with Section 262 of the DGCL with respect (the “Dissenting New JPI Shares”) shall not be converted into the right to receive the Dissenting Shares owned by Merger Consideration and the holder thereof shall be entitled to appraisal rights, unless such Dissenting Stockholder and it being understood and acknowledged that at holder fails to perfect, withdraws or loses the right to appraisal. If, after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal, such Dissenting New JPI Shares shall no longer be outstanding, treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration. JPI and New JPI shall automatically be cancelled and shall cease to existgive CME prompt notice of any written demands received by JPI or New JPI for appraisal of shares of New JPI Common Stock, and such Dissenting Stockholder CME shall cease have the right to have any other rights direct all negotiations and proceedings with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice ofdemands, and copies ofsubject, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant prior to the DGCL Effective Time, to consultation with JPI and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLNew JPI. The Company shall not, except Except with the prior written consent of ParentCME, voluntarily JPI or New JPI shall not make any payment or deposit with respect to any demands for appraisalsto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any . Following the receipt of the foregoing. If any Dissenting Stockholder Consent, no right to fair value or appraisal, dissenters’ or similar rights shall have effectively withdrawn or otherwise waived or lost be available to the right under Section 262 of the DGCL Signing Stockholders with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVTransactions.

Appraisal Rights. Subject Notwithstanding anything contained in this Agreement to the last sentence contrary, any Dissenting Shares shall not be converted into the right to receive shares of this Acquiror Common Stock provided for in Section 4.2(g2.1(b), no Dissenting Stockholder but shall instead be entitled converted into the right to receive the applicable Per Share Merger Consideration such consideration as may be determined to be due with respect to the any such Dissenting Shares owned by such pursuant to the Delaware Code or other applicable Legal Requirements. Each holder of Dissenting StockholderShares who, but insteadpursuant to the provisions of the Delaware Code or other applicable Legal Requirements, each Dissenting Stockholder shall be becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the Delaware Code or other applicable Legal Requirements (but only after the payment provided by Section 262 of the DGCL with respect value therefor shall have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at provisions), as applicable. If, after the Effective Time, such any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding, shall automatically be cancelled and shall cease converted into the right to existreceive shares of Acquiror Common Stock pursuant to Section 2.1(b) in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, that number of shares of Acquiror Common Stock to which such Dissenting Stockholder shall cease to have any other rights with holder would be entitled in respect to thereof under Section 2.1 as if such shares never had been Dissenting Shares. The Company shall give Parent (i) reasonably Acquiror prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)Company, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL Delaware Code or other applicable Legal Requirements and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLCompany. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment or deposit offer to make any payment with respect to any demands for appraisalsto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject to the last sentence No holder of this Section 4.2(g), no Dissenting Stockholder Shares (a "Dissenting Stockholder") shall be entitled to receive the applicable Per Share any Merger Consideration with or dividends or other distributions pursuant to Section 2.3 in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to seek appraisal of its Dissenting StockholderShares under the DGCL, but instead, each and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder and it being understood and acknowledged that at shall have failed properly to perfect or shall have effectively withdrawn or lost the Effective Timeright to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease to exist, and treated as though such Dissenting Stockholder shall cease Shares had been converted into the Merger Consideration pursuant to have any other rights with respect to such Dissenting SharesSection 1.8. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company (or written threats thereof), any withdrawals relating to stockholders' rights of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this Section 4.2(g), no Dissenting Stockholder shall be the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such Shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 2.7, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any demand for payment. Any portion of the foregoing. If any Dissenting Stockholder shall Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject Each issued and outstanding share of Anchor Common Stock the holder of which has perfected his right to dissent under the last sentence DGCL and has not effectively withdrawn or lost such right as of this Section 4.2(g)the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration hereunder, no Dissenting Stockholder and the holder thereof shall be entitled only to receive such rights as are granted by the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned DGCL. Anchor shall give Old National prompt notice upon receipt by Anchor of any such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the demands for payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by fair value of such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof)shares of Anchor Common Stock, any withdrawals of such demands notice and any other documents and instruments served provided pursuant to the DGCL and received by the Company in respect of applicable law (any stockholder duly making such demand for appraisal under the DGCL and (ii) being hereinafter called a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL“Dissenting Shareholder”). The Company Anchor shall not, except with the prior written consent of ParentOld National, voluntarily make any payment with respect to, or deposit settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the DGCL. Anchor shall give Old National the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any . Any payments made in respect of Dissenting Shares shall be made by the foregoingSurviving Corporation. If any Dissenting Stockholder Shareholder shall have effectively withdrawn withdraw or otherwise waived lose (through failure to perfect or lost the otherwise) his, her or its right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed payment at or prior to have been converted into, and to have become exchangeable for, as of the Effective Time, the such holder’s shares of Anchor Common Stock shall be converted into a right to receive, without interest or duplication, receive the Merger Consideration in accordance with the applicable Per Share Merger Consideration with respect provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time (or the Election Deadline), each share of Anchor Common Shares or Preferred Shares, Stock of such holder shall be treated as applicable, pursuant to this Article IVa Non-Election Share.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive Company Common Stock that are held by any record holder who has not voted in favor of the applicable Per Share Merger Consideration or consented thereto in writing and who has demanded appraisal rights in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration from the Surviving Corporation as may be determined to be due in respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, of such Dissenting Shares pursuant to the DGCL; provided, however, that any holder of Dissenting Shares who shall no longer be outstanding, have failed to perfect or shall automatically be cancelled and shall cease have withdrawn or lost his rights to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to appraisal of such Dissenting Shares. The Company , in each case under and to the extent provided in the DGCL, shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for forfeit the right to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration without interest. Notwithstanding anything to the contrary contained in this Section 2.10, if the Merger is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to such Common Shares or Preferred holders of Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of -24- the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be any Shares that are issued and outstanding immediately prior to the Effective Time and are held by a shareholder who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 existexercise, and such Dissenting Stockholder shall cease to have any other properly exercises, dissenters’ rights with respect to such Shares (each, a “Dissenting Shareholder”) pursuant to, and who complies in all respects with, the provisions of the GBCC (collectively, the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration at the Effective Time (except as provided in this Section 2.5). At the Effective Time, any Dissenting Shareholder will cease to have any rights to such Dissenting Shares except for the right to receive payment of the fair value of such Dissenting Shares as may be determined to be due in accordance with the GBCC, except that all Dissenting Shares held by any Dissenting Shareholder who will have failed to perfect or who otherwise will have withdrawn, in accordance with the GBCC, or lost such Dissenting Shareholder’s rights to demand payment in respect of such Dissenting Shares under the GBCC, will thereupon be deemed to have been converted into the right to receive, without any interest thereon, the Merger Consideration in accordance with Article I and Article II, less applicable withholding Taxes, if any, required to be withheld. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or deposit settle or make a binding offer to settle with, any Dissenting Shareholder regarding its exercise of dissenters’ rights prior to the Effective Time. The Company will give Parent notice of any such demands prior to the Effective Time, and Parent will have the right to participate in all negotiations and proceedings with respect to any demands for appraisals, offer to settle or settle exercise by any such demands or approve any withdrawal shareholder of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdissenters’ rights.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive Shares (the applicable Per Share Merger Consideration with respect "DISSENTING SHARES") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 3.1(c).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g17-6712 of the KGCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), no Dissenting Stockholder but instead such stockholder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the appraised value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by provisions of Section 262 17-6712 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder KGCC (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereofprovisions of Section 17-6712 of the KGCC), any withdrawals of unless and until such demands and any other documents and instruments served pursuant holder shall have failed to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment perfect or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost rights to appraisal under the right under Section 262 KGCC. If any holder of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 3.1(c), without any interest thereon, it being understood that surrender of the Certificates or Book-Entry Shares representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby. The Company shall give Parent (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the KGCC and received by the Company relating to stockholders’ rights of appraisal, and (b) the right to receive, without interest or duplication, the applicable Per Share Merger Consideration direct all negotiations and proceedings with respect to demands for appraisal under the KGCC. Except to the extent required by applicable Law, the Company shall not offer to make or make any payment with respect to any such Common Shares demands for appraisal, or Preferred Shares, as applicable, pursuant settle or offer to this Article IV.settle any such demand for appraisal without the prior written consent of Parent

Appraisal Rights. Subject Each issued and outstanding share of Delaware Common Stock the holder of which has perfected his right to dissent under the last sentence NYBCL and has not effectively withdrawn or lost such right as of this Section 4.2(g)the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive the per share Merger Consideration hereunder, no Dissenting Stockholder and the holder thereof shall be entitled only to receive such rights as are granted by the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned NYBCL. Delaware shall give Xxxxxxx prompt notice upon receipt by Delaware of any such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the demands for payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by fair value of such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof)shares of Delaware Common Stock, any withdrawals of such demands notice and any other documents and instruments served provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”), and Xxxxxxx shall have the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company Delaware shall not, except with the prior written consent of ParentXxxxxxx, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demand for payment, or approve waive any withdrawal failure to timely deliver a written demand for appraisal or the taking of any other action by such demands, or agree, authorize or commit Dissenting Stockholder as may be necessary to do any perfect appraisal rights under the NYBCL. Any payments made in respect of Dissenting Shares shall be made by the foregoingSurviving Entity. If any Dissenting Stockholder shall have effectively withdrawn withdraw or otherwise waived lose (through failure to perfect or lost the otherwise) his right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed payment at or prior to have been converted into, and to have become exchangeable for, as of the Effective Time, the such holder’s shares of Delaware Common Stock shall be converted into a right to receive, without interest receive cash or duplication, Xxxxxxx Common Stock in accordance with the applicable Per Share Merger Consideration with respect provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time (or the Election Deadline), each share of Delaware Common Shares or Preferred Shares, Stock of such holder shall be treated as applicable, pursuant to this Article IVa Non-Election Share.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, Continuation Shares that are outstanding immediately prior to the Effective Time and which are held by shareholders who have validly indicated by way of this written objection (pursuant to Section 4.2(g)238(2) of the Cayman Companies Act) the desire to dissent with respect to such Continuation Shares (collectively, no the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the Merger Consideration attributable to such Dissenting Shares. Such shareholders shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, fair value of such Dissenting Shares shall no longer be outstandingheld by them in accordance with the Cayman Companies Act, shall automatically be cancelled unless and shall cease until such shareholders fail to exist, and such Dissenting Stockholder shall cease elect to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt dissent by way of a written notice of, and copies of, any (pursuant to Section 238(5) of the Cayman Companies Act) or effectively withdraw or otherwise lose their appraisal rights under the Cayman Companies Act. All Dissenting Shares held by shareholders who shall have failed to elect to dissent by way of a written demands for notice (pursuant to Section 238(5) of the Cayman Companies Act) or who effectively shall have withdrawn or lost their right to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal Continuation Shares under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Cayman Companies Act shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect attributable to such Common Dissenting Shares upon their surrender and otherwise subject to the terms of this Article II applicable to Continuation Shares. The Dissenting Shares held by holders who have not validly or Preferred Shares, as applicable, effectively withdrawn or lost their rights to dissent pursuant to this Article IVSection 238 of the Cayman Companies Act will be cancelled and cease to exist in exchange for the right to receive fair value of such Dissenting Shares in accordance with the Cayman Companies Act.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g), no Allied Common Stock (the “Allied Dissenting Stockholder shall be Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not approve the Allied Consent and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Allied Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Allied Per Share Merger Consideration, but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Effective Time, such Allied Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Allied Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Allied Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right with respect to any Allied Dissenting Shares, such shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Allied Per Share Merger Consideration for each such share, in accordance with Section 2.6(a) or Section 2.6(b), as applicable, without any interest thereon. The Company Allied shall give Parent (i) reasonably the other Combining Companies prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)for any shares of Allied Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Allied relating to stockholders’ rights of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVappraisal.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Capital Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights under Section 262 of the DGCL (collectively, the “Dissenting Shares owned by Shares”) shall not be converted into or become the right to receive, and such Dissenting Stockholder and it being understood and acknowledged that at stockholders shall have no right to receive, the Merger Consideration. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, exist and such Dissenting Stockholder shall cease to have any other represent only those rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right provided under Section 262 of the DGCL with respect DGCL. If, after the Effective Time, any holder of Dissenting Shares fails to any Dissenting Sharesperfect or effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL, such Dissenting Shares shares shall be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(c), of the Certificate or duplication, the applicable Per Share Merger Consideration with respect to Certificates that formerly evidenced such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.shares of Company Capital Stock. 28

Appraisal Rights. Subject No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the last sentence of this Section 4.2(g)DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, no “Dissenting Stockholder Shares”) shall be entitled to receive any portion of the applicable Per Share Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided by resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesStockholder. The Company shall give Parent the Purchaser and the Purchaser Representative (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company (or written threats thereof), relating to any withdrawals Dissenting Stockholder’s rights of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parentthe Purchaser and the Purchaser Representative, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, or agreefor all purposes of this Agreement, authorize or commit the Stockholder Merger Consideration (including the Stockholder Earnout Shares) shall be reduced by the Stockholder Pro Rata Share of any Dissenting Stockholders attributable to do any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn Merger Consideration (or otherwise waived or lost the right under Section 262 of the DGCL Stockholder Earnout Shares) with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding any other provision of this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive the applicable Per any Company Share Merger Consideration with respect (other than any Treasury Share) that is outstanding immediately prior to the Dissenting Shares owned First Effective Time and that is held by a Stockholder who shall not have voted in favor of the Merger or consented thereto in writing and who shall have properly demanded appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Share in accordance with Section 262 of the DGCL with respect (such Company Share, each a “Dissenting Share” and collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable portion of the Final Merger Consideration payable pursuant to the terms of this Agreement. Such Stockholder shall instead be entitled to receive payment of the appraised value of each Dissenting Shares Share owned by such Dissenting Stockholder and it being understood and acknowledged that at in accordance with the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals provisions of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect Section 262 of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make that any payment or deposit with respect Dissenting Share held by a Stockholder that shall have failed to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demandsperfect, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived lost his, her or lost the right its rights to appraisal of such Dissenting Share under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, into and to have become exchangeable forexchangeable, as of the First Effective Time, for the right to receive, without any interest or duplicationthereon, the applicable Per Share Merger Consideration portion of the consideration specified in Section 1.8 this Agreement, subject in all respects to the terms and conditions hereof. At the First Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect to such Common Shares or Preferred Sharesshares, as applicable, pursuant to this Article IVexcept for the rights provided in Section 262 of the DGCL.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL with respect (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares owned by Shares”), but instead such holder shall be entitled to payment of the appraised value of such shares of Company Common Stock as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (and 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 Dissenting Stockholder shall cease to have any other rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereofprovisions of Section 262 of the DGCL), any withdrawals of unless and until such demands and any other documents and instruments served pursuant holder shall have failed to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity perfect or shall have effectively withdrawn or lost rights to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Proxy Statement shall not, except include a notice complying with the prior written consent provisions of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect concerning the rights of stockholders to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, exercise appraisal rights and to have become exchangeable for, as a copy of the Effective Time, provisions of Section 262 of the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVDGCL.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, in the event Parent exercises the Parent Cash Election, any holder of this Section 4.2(g), no Dissenting Stockholder shall be Shares issued and outstanding immediately prior to the Effective Time who has not voted in favor of the Merger or consented thereto in writing and who is entitled to receive the applicable Per Share Merger Consideration with respect demand and properly demands appraisal of such Shares pursuant to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration at the Effective Time in accordance with respect Section 2.04(a), unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares owned shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect such appraisal right in accordance with the DGCL or withdraws or otherwise loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 2.04(a). The Company shall serve prompt notice to Parent of any demands for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments received by such Dissenting Stockholder and it being understood and acknowledged that at the Company relating to rights to appraisal, and, prior to the Effective Time, such Dissenting Shares Parent shall no longer be outstanding, shall automatically be cancelled and shall cease have the reasonable right to existparticipate in, and such Dissenting Stockholder after the Effective Time, Parent shall cease have the right to have any other rights direct all negotiations and proceedings with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLdemands. The Company shall not, except with the prior written consent of ParentParent or as required under the DGCL, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. In the event Parent does not exercised the Parent Cash Election, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under in accordance with Section 262 of the DGCL with respect to any Dissenting SharesDGCL, such Dissenting Shares no appraisal rights shall be deemed available to have been converted into, and to have become exchangeable for, as holders of Shares in connection with the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVMerger.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary herein, shares of this Section 4.2(g)Common Stock issued and outstanding immediately prior to the Effective Time and held by a Common Stockholder who is entitled to and has properly exercised and perfected appraisal rights pursuant to the VSCA (collectively, no the “Dissenting Stockholder Shares”) shall not be entitled converted as of the Effective Time into the right to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting StockholderConsideration, but instead, each Dissenting Stockholder instead shall have such rights as may be entitled to receive only available under the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at VSCA. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the VSCA; provided, however, that if any such Common Stockholder shall have forfeited or failed to perfect or shall effectively withdraw or lose its right to appraisal and payment under the VSCA, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the VSCA, such stockholder’s shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration and such shares of Common Stock shall no longer be Dissenting Shares. If the Merger is rescinded or abandoned, then the right of any shareholder to be paid fair value of such shareholder’s Dissenting Shares in accordance with the VSCA shall cease. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any of all written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLrights. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Each outstanding share of Company Common Stock and Company Class A Common Stock, the holder of which has perfected his right to appraisal under the NCBCA (an “Appraisal Shareholder”) and has not effectively withdrawn or lost such right as of the Effective Time (the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration hereunder and shall be entitled only to such rights as are available to such holder pursuant to the last sentence applicable provisions of this Section 4.2(g), no Dissenting Stockholder the NCBCA. Each holder of an Appraisal Share shall be entitled to receive the value of such Appraisal Share held by him in accordance with the applicable Per provisions of the NCBCA; provided, that such holder complies with the procedures contemplated by and set forth in the applicable provisions of the NCBCA. If any holder of any Appraisal Share shall effectively withdraw or lose such holder’s appraisal rights under the applicable provisions of the NCBCA, each such Appraisal Share shall be exchangeable for the right to receive the Merger Consideration with respect pursuant to Section 2.5(a). The Company shall promptly notify Purchaser of each shareholder who asserts rights as an Appraisal Shareholder following receipt of such shareholder’s written demand delivered as provided in the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled NCBCA. Prior to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment or deposit with respect commit or agree to make any demands for appraisalspayment, or settle or commit or offer to settle or settle settle, any such demands or approve any withdrawal rights of any such demands, or agree, authorize or commit to do any of an Appraisal Shareholder asserted under the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVNCBCA.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this New JC Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of New JC who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such New JC Common Stock in accordance with Section 4.2(g)262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights under Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into and become the right to receive, and such stockholders shall have no Dissenting Stockholder right to receive, the applicable Merger Consideration and shall be entitled instead represent the right to receive payment of the applicable Per Share Merger Consideration fair value of such Dissenting Shares in accordance with respect and to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment extent provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at DGCL. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, exist and such Dissenting Stockholder shall cease to have any other represent only those rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right provided under Section 262 of the DGCL with respect DGCL. If, after the Effective Time, any holder of Dissenting Shares fails to any Dissenting Sharesperfect or effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of New JC Common Stock under Section 262 of the DGCL, such Dissenting Shares shares shall be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive the applicable Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b), of the Certificate or duplication, the applicable Per Share Merger Consideration with respect to Certificates that formerly evidenced such shares of New JC Common Shares or Preferred Shares, as applicable, pursuant to this Article IVStock.

Appraisal Rights. Subject Notwithstanding anything to the last sentence of this Section 4.2(g)contrary herein, no Dissenting Shares held by a Stockholder shall not be entitled converted as of the Effective Time into the right to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting StockholderConsideration, but instead, each Dissenting Stockholder instead shall have such rights as may be entitled to receive only available under the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at DGCL. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 262 of the DOCL; provided, however, that if any such Stockholder shall have failed to perfect or shall effectively withdraw or lose its right to appraisal and payment under the DCCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, such Stockholder's Acquired Entity Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration and such Acquired Entity Shares and shall no longer be Dissenting Shares. The Company Acquired Entity shall give Parent (i) reasonably Buyer prompt written notice of, and copies of, any of all written demands received by Acquired Entity for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLrights. The Company Acquired Entity shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit . Acquired Entity shall hold the Merger Consideration that would have been paid in respect to do any Dissenting Shares as a result of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Merger had they not been Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in ---------------- this Agreement to the last sentence of this Section 4.2(g)contrary, no Shares (the "Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.4(c).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by appraisal rights under Section 262 of the DGCL with respect to and have properly exercised and perfected their respective demands for appraisal of such Shares in the Dissenting Shares owned by such Dissenting Stockholder time and it being understood and acknowledged that at manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer be outstanding, shall automatically be cancelled cease to exist and shall cease be entitled to existonly such consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Dissenting Stockholder Shares shall cease not be deemed to have any other rights with respect to such be Dissenting Shares. The Company shall give prompt notice to Parent (i) reasonably prompt written notice of, and copies of, Purchaser of any written demands for appraisal received by the Company (or written threats thereof)for appraisal of any Dissenting Shares, any withdrawals of such demands and any other documents and instruments served pursuant to Section 262 of the DGCL DGCL, in each case prior to the Effective Time. Parent and received by Purchaser shall have the Company in respect of any demand for appraisal under the DGCL right to direct and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands, and the DGCL. The Company shall not, except with without the prior written consent of ParentParent and Purchaser, voluntarily settle or offer to settle, or make any payment or deposit with respect to any demands for appraisalsto, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize agree or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject to the last sentence Any outstanding Company Shares held by a Company stockholder who has not voted in favor of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive Agreement or consented thereto in writing and who has complied with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by requirements of Section 262 of the DGCL or Chapter 13 of the CGCL (such shares, “Dissenting Shares” and any holder of Dissenting Shares, a “Dissenting Stockholder”), shall not be converted into the right to receive the applicable portion of the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to the such Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL, as applicable. At the Effective Time, such the Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such the Dissenting Stockholder Stockholders shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by Shares in accordance with the Company (or written threats thereof), any withdrawals provisions of such demands and any other documents and instruments served pursuant to Section 262 of the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any Chapter 13 of the foregoingCGCL, as applicable. If any such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or otherwise waived lost rights to appraisal under the DGCL or lost CGCL, as applicable, or it is determined that such Dissenting Stockholder does not have appraisal rights, then at the later of the Effective Time and the occurrence of such event, such holder shall cease to be a Dissenting Stockholder and such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable solely for the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forreceive, as of the Effective Time, the right to receiveapplicable portion of the Merger Consideration, without any interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVthereon.

Appraisal Rights. Subject No Person who has properly demanded a demand for appraisal rights pursuant to Section 262 of the last sentence of this Section 4.2(g), no DGCL with respect to any Dissenting Stockholder Shares shall be entitled to receive the applicable Per Share Merger Consideration with respect to the such Dissenting Shares owned by unless and until such Person shall have effectively withdrawn its demand for, or lost its right to, appraisal under the DGCL with respect to such Dissenting StockholderShares. Unless and until a Dissenting Stockholder shall have effectively withdrawn its demand for, but insteador lost its right to, appraisal under the DGCL with respect to Dissenting Shares, each Dissenting Stockholder shall be entitled only to receive only the payment provided such rights and payments as are granted by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged Shares; provided, however, that at if any such holder shall effectively waive, withdraw or lose such holder’s rights under Section 262 of the Effective TimeDGCL, each of such holder’s Dissenting Shares shall no longer be outstanding, shall automatically be cancelled deemed an Excluded Share and shall cease be deemed to existhave been converted at the Effective Time into the right to receive the Per Share Merger Consideration as provided in Section 4.1(a), without interest and after giving effect to any required Tax withholdings as provided in Section 4.2(g), and such Dissenting Stockholder holder thereof shall cease to have any other rights with respect to such Dissenting Sharesthereto. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company (or written threats thereof), any withdrawals relating to stockholders’ rights of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct control all negotiations and Proceedings proceedings with respect to any demand all demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares (the “Dissenting Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Common Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderCompany Stockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”), (i) have not voted in favor of adopting this Agreement, (ii) shall have demanded properly in writing appraisal for such shares, (iii) have otherwise complied in all respects with respect the Appraisal Rights Provisions, and (iv) have not effectively withdrawn, lost, or failed to perfect their rights to appraisal (the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Stockholders”), will not be converted into the right to receive the Merger Consideration in accordance with Section 2.7(a), but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled cancelled, retired and cease to exist and shall cease represent the right to existreceive only those rights provided under the Appraisal Rights Provisions; provided, and such Dissenting Stockholder however, that all shares of Company Common Stock held by Company Stockholders who shall cease have failed to perfect or who effectively shall have any other withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares of Company in respect of any demand for appraisal Common Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receive, without any interest or duplicationthereon, the applicable Per Share Merger Consideration in accordance with respect to such Common Shares or Preferred SharesSection 2.7(a), as applicable, cash in lieu of any fractional shares pursuant to this Article IVSection 2.7(e) and any dividends or other distributions pursuant to Section 2.8(d).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, MLP Common Units that are owned by an MLP Unitholder (a) other than MLP or its Subsidiaries or PNR or its Subsidiaries, (b) who did not vote in favor of the Merger, and (c) who is entitled to demand and properly demands appraisal of such MLP Common Units (the “Dissenting MLP Common Units”) pursuant to, and who complies in all respects with, the provisions of this Section 4.2(g)3.5 (the “Dissenting MLP Unitholders”) shall not be converted into the right to receive the Merger Consideration, no but instead such Dissenting Stockholder MLP Unitholder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by fair value of such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled MLP Common Units pursuant to receive only and in accordance with the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder following provisions (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares MLP Common Units shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder MLP Unitholder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, MLP Common Units pursuant to and copies of, any written demands for appraisal received by in accordance with the Company (or written threats thereoffollowing provisions), any withdrawals of unless and until such demands and any other documents and instruments served pursuant Dissenting MLP Unitholder shall have failed to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment perfect or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect rights to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.appraisal hereunder:

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive Shares (the applicable Per Share Merger Consideration with respect "DISSENTING SHARES") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Share Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Share Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings with proceedings in respect to any demand of demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment in respect of, or deposit with respect to any demands for appraisals, settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 3.1(c).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(gCompany Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Company Capital Stock (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Chapter 13 of the CCSC (the “Dissenting Stockholders”), no Dissenting Stockholder shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such holder shall be entitled to receive payment of the applicable Per Share Merger Consideration with respect to the fair value of such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only in accordance with the payment provided by Section 262 provisions of Chapter 13 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder CCSC (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares. The Company Shares in accordance with the provisions of Chapter 13 of the CCSC, unless and until such holder shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (have failed to perfect or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant shall have effectively withdrawn or lost rights to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingCCSC. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or otherwise waived or lost such right, such holder’s shares of Company Capital Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable forreceive, as of the Effective Time, the right to receiveMerger Consideration for each such share of Company Capital Stock, in accordance with Section 3.1(b), without any interest or duplication, thereon. The Company shall notify its stockholders of appraisal rights within two (2) business days after the applicable Per Share Merger Consideration Effective Time. All negotiations with respect to such Common payment for Dissenting Shares or Preferred Shares, as applicable, pursuant to this Article IV.shall be handled jointly by Parent and the Company.‌

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no any Shares that are issued and outstanding immediately prior to the Effective Time and are held by a stockholder (each, a “Dissenting Stockholder shall be Stockholder”) who is entitled to receive the applicable Per Share Merger Consideration exercise, and properly exercises, dissenter’s rights with respect to such shares pursuant to, and who complies in all respects with, the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (collectively, the “Dissenting Shares”) will not be converted into or exchangeable for or represent the right to receive the applicable Merger Consideration (except as provided in this Section 1.13) and will entitle such Dissenting Stockholder only to payment of the fair value of such Dissenting Shares as may be determined to be due to the holder of such Dissenting Shares in accordance with respect Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with the DGCL) or effectively loses (through failure to perfect or otherwise) the right to appraisal. If any Dissenting Stockholder will have effectively withdrawn (in accordance with the DGCL) or lost (through failure to perfect or otherwise) the right to appraisal, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares owned held by such Dissenting Stockholder will be cancelled and it being understood converted into and acknowledged that at represent the right to receive, without any interest thereon, the applicable Merger Consideration in accordance with this Article I, less applicable withholding taxes, if any, required to be withheld. From and after the Effective Time, such Dissenting Shares shall no longer will not be outstanding, shall automatically entitled to vote for any purpose or be cancelled and shall cease entitled to exist, and such Dissenting Stockholder shall cease the payment of dividends or other distributions (except dividends or other distributions payable to have any other rights with respect stockholders of record prior to such Dissenting Sharesthe Effective Time). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle with, any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company will give Parent (i) notice of any such demands or approve any withdrawal of any such demands, or agree, authorize or commit prior to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right and (ii) reasonable opportunity to receive, without interest or duplication, the applicable Per Share Merger Consideration participate in all negotiations and proceedings with respect to such Common Shares demands; provided that neither Parent nor the Company shall, without the consent of the other, be permitted to take any action in connection therewith that would require the Company to incur material costs or Preferred Sharesto pay any amount prior to the Closing or to take or refrain from taking any action that would reasonably be expected to be adverse to the Company if the Closing does not occur. After the Effective Time, as applicableParent shall control all negotiations and proceedings with respect to such demands, pursuant to this Article IVand any settlement with respect thereto.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "DISSENTING SHARES"), no Dissenting Stockholder which stockholders comply with all of the relevant provisions of Delaware Law (the "DISSENTING STOCKHOLDERS"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent PCA (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentPCA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g)Company Stock (collectively, no the “Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares”) that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by stockholders of the Company who have not executed the Written Consent (as defined in Section 7.1(a)) and who shall have demanded properly in writing appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”) will not be converted as described in Section 2.1, but will thereafter constitute only the right to receive payment of the fair value of such shares of Company Stock in accordance with respect the Appraisal Rights Provisions; provided, however, that all shares of Company Stock held by Equity Holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Stock under the Dissenting Shares owned by such Dissenting Stockholder Appraisal Rights Provisions shall thereupon be deemed to have been canceled and it being understood and acknowledged that at to have been converted, as of the Effective Time, such into the right to receive the applicable portion of the Total Merger Consideration, without interest, in the manner provided in Sections 2.1 and 3.1. Persons who have perfected statutory rights with respect to Dissenting Shares shall no longer as aforesaid will not be outstanding, shall automatically be cancelled paid by the Surviving Corporation as provided in this Agreement and shall cease to exist, and will have only such Dissenting Stockholder shall cease to have any other rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably and MergerCo prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)for the exercise of appraisal rights with respect to shares of Company Stock, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under Company, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration proceedings with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemands.

Appraisal Rights. Subject No Person who properly demands appraisal of such Person’s Company Shares pursuant to Section 262 of the DGCL or, to the last sentence extent applicable, Chapter 13 of this Section 4.2(g), no Dissenting Stockholder the CGCL shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Company Shares owned by such Dissenting StockholderPerson unless and until such Person shall have effectively withdrawn or otherwise lost such Person’s right to appraisal under the DGCL or CGCL, but instead, each as applicable. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL or Chapter 13 of the CGCL, as applicable, with respect to the Dissenting Company Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Stockholder. If, after the Effective Time, any such Dissenting holder fails to perfect or effectively withdraws or loses such right, such Excluded Shares shall no longer thereupon be outstanding, shall automatically be cancelled and shall cease treated as if they had been converted into the right to existreceive the Per Share Merger Consideration, and the Surviving Company shall remain liable for payment of the Per Share Merger Consideration for such Dissenting Stockholder Company Shares; provided that such holder shall cease be deemed to have any other rights made a Cash Election with respect to such Dissenting Sharesthe Per Share Closing Consideration in accordance with Section 5.5(c). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company (or written threats thereof)relating to stockholders’ rights of appraisal, any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCLDGCL or CGCL. The Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence contrary, any share of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Common Stock that is outstanding immediately prior to the Dissenting Shares owned Effective Time and that is held by such Dissenting Stockholdera Stockholder who has not voted in favor of the Merger or consented thereto in writing (and is otherwise entitled, but insteadby contract or Law, each Dissenting Stockholder shall be entitled to receive only vote thereon) or executed an enforceable waiver of appraisal rights to the payment provided extent permitted by applicable Law, and who has validly and properly exercised appraisal rights under Section 262 of the DGCL as of the Effective Time in order to preserve such rights, shall not be converted into or represent the right to receive the Common Stock Per Share Merger Consideration, or any portion thereof. Such share of Common Stock shall represent only the right to receive payment from the Surviving Corporation with respect thereto, as provided in Section 262 of the DGCL, unless and until the holder of any such share of Common Stock shall have failed to perfect or shall have effectively withdrawn or otherwise lost his, her or its right to appraisal of such share of Common Stock and payment under the Dissenting Shares owned by DGCL, in which case such Dissenting Stockholder and it being understood and acknowledged that at share of Common Stock shall thereupon be deemed, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate and delivery of a duly executed Letter of Transmittal in accordance with Section 2.04, the Common Stock Per Share Merger Consideration, without any interest thereon, in accordance with this Agreement. From and after the Effective Time, no Stockholder who has demanded appraisal rights shall cease be entitled to existvote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares of Common Stock. Shares of Common Stock for which appraisal rights have been properly exercised, and such Dissenting Stockholder shall cease not subsequently withdrawn, lost or failed to have any other rights with respect be perfected, are referred to such herein as “Dissenting Shares. .” The Company shall give Parent (ia) reasonably prompt written (and in any event, within one (1) Business Day after receiving) notice ofand a copy of any demands, and copies of, any written demands for appraisal withdrawals or attempted withdrawals received by the Company (or written threats thereof), for appraisal of any withdrawals share of such demands and any other documents and instruments served Common Stock pursuant to the DGCL and received by (b) prior to the Company in respect of Effective Time, Parent shall have the right to control any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of any settle, such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this capital stock of the Company that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder (collectively, "Dissenting Stockholders") who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g)262 of the DGCL (the "Dissenting Shares") shall not upon effectiveness of the Merger be converted into the right to receive the Merger Consideration to which such Dissenting Stockholder is otherwise entitled to receive hereunder, no but instead such Dissenting Stockholder shall be entitled to receive payment of the applicable Per Share Merger Consideration fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's shares of capital stock of the Company shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the cash payment for each such share provided by Section 2.1(c) or (d), as the case may be, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by of any shares of capital stock of the Company (or written threats thereof)Company, any attempted withdrawals of such demands and any other instruments, notices of documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The In addition, the Company shall not waive any requirement under the DGCL for the perfection of such appraisal rights without the prior written approval of the Parent and the Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any demand for payment. Any portion of the foregoing. If any Dissenting Stockholder shall Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Stock for which appraisal rights have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(gPaloma Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Paloma Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of Paloma Common Stock pursuant to, and who complies in all respects with, the provisions of the DGCL (the “Dissenting Holders”), no Dissenting Stockholder shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, but instead such Holder shall be entitled to receive payment of the applicable Per Share Merger Consideration fair value of such Paloma Common Stock (the “Dissenting Securities”) in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 provisions of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and it being understood and acknowledged that at the Effective Time, such Dissenting Shares Securities shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesSecurities in accordance with the provisions of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. The Company If any Dissenting Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Holder’s shares of Paloma Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable Merger Consideration for such Stock without any interest thereon. Paloma shall give Parent Stratus: (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL DGCL, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall notPaloma, except with the prior written consent of ParentStratus, shall not voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdemand for payment.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary in this Agreement, to the extent required by the DGCL, any Share that is issued and outstanding immediately prior to the Effective Time and that is held by a holder who has not voted in favor of the adoption of this Section 4.2(gAgreement or consented thereto in writing and is entitled to demand and properly demands appraisal of such Share, as applicable (a “Dissenting Share”), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholderpursuant to, but insteadand who has properly exercised and perfected his or her demand for appraisal rights under and complies in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (the “Appraisal Rights”) shall not be converted into the right to receive the Merger Consideration but instead shall entitle the holder thereof only to such rights as are granted to holders of Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to DGCL; provided, however, that any Dissenting SharesShare held by a holder who shall have failed to perfect or otherwise shall have waived, withdrawn, or otherwise lost his or her Appraisal Rights in respect of such Dissenting Shares Share, then such Dissenting Share shall be deemed no longer to have be a Dissenting Share and be treated as if it had been converted into, and to have become exchangeable solely for, as of the Effective Time, Time the right to receive, without interest or duplication, the applicable Per Share Merger Consideration pursuant to Section 2.1(a). The Company shall give prompt written notice to Parent of any demand received by the Company for the appraisal of any Share (or any written threat thereof), of any withdrawal (purported or otherwise) of any such demand and of any other document or instrument served pursuant to the DGCL and received by the Company arising under Section 262 of the DGCL and any alleged dissenter’s right. Parent shall have the right to participate in any and all negotiations and Legal Proceedings with respect to any such Common Shares demand. During the Pre-Closing Period, the Company shall not, without the prior written consent of Parent, make any payment or Preferred Sharesdemand with respect to, as applicableor settle or compromise or offer to settle or compromise, pursuant any such payment or demand, or agree to this Article IVdo any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 4.2(g262 of the DGCL (the “Dissenting Stockholders”), no shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Stockholder Shares”), but instead such holder shall be entitled to receive the applicable Per Share Merger Consideration with respect such consideration as may be determined to the Dissenting Shares owned by be due to such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled pursuant to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such Dissenting Sharesright, such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the of any shares of Company (or written threats thereof)Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct control all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Company Stock that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and that are held by such Dissenting StockholderStockholders who, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL with respect (the “Appraisal Rights Provisions”) (i) have not voted or consented to adopt and approve this Agreement and (ii) shall have demanded properly in writing appraisal for such shares, and not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that Shares”), will not be converted as described in Section 2.6, but at the Effective Time, such Dissenting Shares shall no longer be outstandingby virtue of the Merger and without any action on the part of the holder thereof, shall automatically be cancelled and shall cease to existexist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, and however, that all shares of Company Stock held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder shares of Company Stock under the Appraisal Rights Provisions shall cease thereupon be deemed to have any other been canceled and retired and to have been converted, as of the Effective Time, into the right to receive the Value Per Applicable Share in the manner provided in Section 2.6. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid by the Surviving Corporation as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably and MergerCo prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals for the exercise of such demands appraisal rights with respect to shares of Company Stock and any other documents and instruments served pursuant to Parent shall have the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Target Common Shares issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by shares in accordance with Section 262 of the DGCL with respect (a “Dissenting Stockholder”) shall not be converted into the right to receive the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Merger Consideration as provided in Section 2.1. At the Effective Time, such all Target Common Shares issued and outstanding immediately prior to the Effective Time and held by Dissenting Shares Stockholders (“Dissenting Shares”) shall no longer be outstanding, shall automatically be cancelled canceled and cease to exist and shall cease represent only the right to exist, and such receive payment with respect thereto in accordance with Section 262 of the DGCL. Each Dissenting Stockholder shall cease who, pursuant to have any other rights with respect the provisions of Section 262 of the DGCL, becomes entitled to payment thereunder for such Dissenting Shares, shall receive payment therefor in accordance with Section 262 of the DGCL. The Company shall give Parent (i) reasonably prompt written notice ofIf, and copies ofafter the Effective Time, any written demands for appraisal received by Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant right to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Stockholder’s Dissenting Shares shall thereupon be deemed treated as if they had been canceled and ceased to have exist and had been converted into, and to have become exchangeable forconverted, as of the Effective Time, into the right to receivereceive the Merger Consideration, without interest or duplicationon such amount, the applicable Per Share Merger Consideration with respect to such thereto. From and after the Effective Time, no holder of Target Common Shares shall be entitled to vote its Target Common Shares for any purpose or Preferred to receive payment of dividends or other distributions on its Target Common Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock that are issued and outstanding immediately prior to the Reverse Merger Effective Time (each, no Dissenting Stockholder shall be a “Share“) and which are held by a stockholder who did not vote in favor of the Mergers (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the “Dissenting Stockholders“), shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the “Dissenting Shares“), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Reverse Merger Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Reverse Merger Effective Time, the Per Share Merger Consideration for each such Share, in accordance with Section 2.1, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders’ rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands demand for payment or approve (ii) waive any withdrawal failure by a stockholder to timely comply with the requirements of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as DGCL. Any portion of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect made available to such Common Shares or Preferred Shares, as applicable, the Exchange Agent pursuant to this Article IVSection 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Subject No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the last sentence of this Section 4.2(g), no Dissenting Stockholder DGCL shall be entitled to receive shares of Parent Common Stock or cash in lieu of fractional shares thereof or any dividends or other distributions pursuant to this Article III unless and until the applicable Per Share Merger Consideration with respect holder thereof shall have effectively withdrawn or lost such holder’s right to appraisal under the Dissenting Shares owned by such Dissenting StockholderDGCL, but instead, each and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Dissenting Stockholder and it being understood and acknowledged that at shall have effectively withdrawn or lost the right to dissent with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease into shares of Parent Common Stock pursuant to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesSection 3.2 of this Agreement. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company (or written threats thereof), any withdrawals relating to stockholders’ rights of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable the opportunity to to, at Parent’s expense, participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be any Shares that are issued and outstanding immediately prior to the Effective Time and are held by a shareholder who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 existexercise, and such Dissenting Stockholder shall cease to have any other properly exercises, dissenters’ rights with respect to such Shares (each, a “Dissenting Shareholder”) pursuant to, and who complies in all respects with, the provisions of the GBCC (collectively, the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration at the Effective Time (except as provided in this Section 2.5). At the Effective Time, any Dissenting Shareholder will cease to have any rights to such Dissenting Shares except for the right to receive payment of the fair value of such Dissenting Shares as may be determined to be due in accordance with the GBCC, except that all Dissenting Shares held by any Dissenting Shareholder who will have failed to perfect or who otherwise will have withdrawn, in accordance with the GBCC, or lost such Dissenting Shareholder’s rights to demand payment in respect of such Dissenting Shares under the GBCC, will thereupon be deemed to have been converted into the right to receive, without any interest thereon, the Merger Consideration in accordance with Article I and Article II, less applicable withholding Taxes, if any, required to be withheld. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or deposit settle or make a binding offer to settle with, any Dissenting Shareholder regarding its exercise of dissenters’ rights prior to the Effective Time. The Company will give Parent notice of any such demands prior to the Effective Time, and Xxxxxx will have the right to participate in all negotiations and proceedings with respect to any demands for appraisals, offer to settle or settle exercise by any such demands or approve any withdrawal shareholder of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVdissenters’ rights.

Appraisal Rights. Subject (a) Shares of Company Capital Stock (other than Excluded Shares) that are issued and outstanding immediately prior to the last sentence Effective Time and which are held by holders who have not voted such shares in favor of this Agreement and who are entitled to appraisal rights and have properly exercised such rights in accordance with Part 13 of the MBCA (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration pursuant to Section 4.2(g)2.2, no Dissenting Stockholder and the holders thereof shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by only such Dissenting Stockholderrights as are granted by, but instead, each Dissenting Stockholder and shall be entitled only to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, payments for such Dissenting Shares in accordance with, Part 13 of the MBCA; provided, however, that if any such shareholder of the Company shall no longer be outstandingfail to perfect or shall effectively waive, withdraw or lose such shareholder’s rights under Part 13 of the MBCA or if a court of competent jurisdiction shall automatically be cancelled and otherwise determine that such shareholder is not entitled to the relief provided by Part 13 of the MBCA, such shareholder’s shares of Company Capital Stock shall thereupon cease to existbe Dissenting Shares (including for purposes of Section 2.2), and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted intoconverted, at the Effective Time into the right to receive the Merger Consideration (payable without any interest thereon) upon surrender of the Certificates or Book-Entry Shares formerly representing such shares of Company Capital Stock and to have become exchangeable forrelated documents, as of compensation for such cancellation. At the Effective Time, the right Dissenting Shares shall be automatically canceled and shall cease to receive, without interest or duplication, the applicable Per Share Merger Consideration exist and any holder of Dissenting Shares shall cease to have any rights with respect to such Common Shares or Preferred Sharesthereto, except the rights provided in Part 13 of the MBCA and as applicable, pursuant to this Article IVprovided in the previous sentence.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, shares of this Section 4.2(g)Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Capital Stock in accordance with the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no Dissenting Stockholder shall be entitled right to receive receive, the applicable Per Share Merger Consideration with respect to or the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled contingent right to receive only the payment provided by Section 262 any portion of the DGCL with respect Stockholder Earnout Shares, unless and until such stockholder fails to the Dissenting Shares owned by such Dissenting Stockholder perfect or withdraws or otherwise loses his, her or its right to appraisal and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal payment under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any Any stockholder of the foregoing. If any Dissenting Stockholder shall have Company who fails to perfect or who effectively withdrawn withdraws or otherwise waived loses his, her or lost the right its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, receive (i) the applicable Per Share Merger Consideration with respect to Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.1(b), of the Certificate or Certificates that formerly evidenced such Common shares of Company Capital Stock, and a portion of the Stockholder Earnout Shares or Preferred Sharesif, as applicable, pursuant to this Article IVand when payable in accordance with the provisions of Section 3.7.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary and unless otherwise provided by applicable law, each share of this Company Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a holder who (i) shall have voted such shares against the Merger, and (ii) pursuant to Maryland Code Annotated, Fin. Inst. Section 4.2(g3-718 et seq. (the “Dissenters’ Rights Statutes”), no duly and validly exercises and perfects his, her or its appraisal rights with respect to such shares of Company Common Stock (the “Dissenting Stockholder Shares”), shall not be entitled converted into the right to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting StockholderConsideration, but but, instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Timeholder thereof, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares, shall be entitled to payment in cash from Parent of the appraised value of the Dissenting Shares in accordance with the provisions of the Dissenters’ Rights Statutes. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of Company Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive the Merger Consideration as provided in this Agreement. The Company shall give will provide Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)for appraisal of shares of Company Common Stock, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL on and received by the Company in respect of any demand for appraisal under the DGCL pursuant to Dissenters’ Rights Statutes, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCLDissenters’ Rights Statutes. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, settle or offer to settle or settle any such demands demands, or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the last sentence of this Section 4.2(g), no Dissenting Stockholder DGCL shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Person unless and until such Person shall have effectively withdrawn or lost such Person's right to appraisal under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesStockholder. The Company shall give Parent (i) reasonably prompt written notice of, and copies ofof any demand for appraisal, any written demands for appraisal attempted withdrawal of such demands, any other instruments served pursuant to applicable Law and any other communications that are received by the Company (or written threats thereof), any withdrawals relating to stockholders' rights of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity the right to participate in and direct all negotiations negotiations, discussions and Proceedings proceedings with respect to any demand such demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, offer to settle or settle any such demands or demands, approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If Withholding Rights. Each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 holder of the DGCL Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any Dissenting Sharesother applicable state, local or foreign Tax Law. To the extent that amounts are so withheld by the Surviving Corporation, Parent or the Paying Agent, as the case may be, such Dissenting Shares withheld amounts (i) shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Timeremitted by Parent, the right to receive, without interest Surviving Corporation or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred SharesPaying Agent, as applicable, pursuant to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Article IVAgreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by the Surviving Corporation, Parent or the Paying Agent, as the case may be.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares (“Appraisal Shares”) of this Section 4.2(g), no Dissenting Stockholder shall be the Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting demand and properly demands appraisal of such Appraisal Shares owned by such Dissenting Stockholderpursuant to, but insteadand who complies in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (“Section 262”) shall not be converted into the right to receive the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Merger Consideration as provided in Section 2.01(c). At the Effective Time, such Dissenting all the Appraisal Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder each holder of Appraisal Shares shall cease to have any other rights with respect thereto, except that the holders of Appraisal Shares shall be entitled to payment of the fair value of such Dissenting SharesAppraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration, without any interest thereon, as provided in Section 2.01(c) upon the surrender of the Certificates formerly evidencing such shares. The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common Stock. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary herein, shares of this Section 4.2(g), no Dissenting Common Stock issued and outstanding immediately prior to the Effective Time and held by a Common Stockholder shall be who is entitled to receive the applicable Per Share Merger Consideration with respect and has properly exercised and perfected appraisal rights pursuant to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (collectively, the “Dissenting Shares”) shall not be converted as of the Effective Time into the right to receive the Dissenting Shares owned by Per Share Merger Consideration, but instead shall have such Dissenting Stockholder and it being understood and acknowledged that at rights as may be available under the DGCL. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 262 of the DGCL; provided, however, that if any such Common Stockholder shall have failed to perfect or shall effectively withdraw or lose its right to appraisal and payment under the DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, such stockholder’s shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration and such shares of Common Stock shall no longer be Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any of all written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under rights and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demand. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(gCompany Stock (collectively, the “Shares”) that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable provisions of the DGCL (the “Dissenting Stockholders”), no Dissenting Stockholder shall not be cancelled without consideration, but instead such holder shall be entitled to receive payment of the fair value of such Shares (the “Dissenting Shares”) in accordance with the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 provisions of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the applicable provisions of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL, as applicable. The If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been cancelled without consideration, in accordance with Section 3.4, without any interest thereon. Prior to Closing, the Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents instruments served pursuant to the DGCL, as applicable, and received by the Company relating to stockholders’ rights of appraisal. The Company may voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment, without the consent or approval of Parent. From and after the Closing, the Noteholder Representative shall be entitled (but not obligated) to control the defense of any claims of Dissenting Stockholders and shall be entitled to pay the cost of defending, maintaining and settling any such claims of Dissenting Stockholders out of, and Parent shall be obligated to cause all such amounts to be released from, the General Escrow Fund. Prior to and after Closing, Parent shall give the Noteholder Representative prompt written notice of any demands for appraisal received by Parent or the Surviving Corporation, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by Parent or the Company in respect of any demand for appraisal under Surviving Corporation. Parent shall not (and shall cause the DGCL and (ii) a reasonable opportunity Surviving Corporation to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not), except with the prior written consent of Parentthe Noteholder Representative, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Shares (the "Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect Shares") that are issued and outstanding immediately prior to the Dissenting Shares owned Effective Time and which are held by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only stockholders who did not vote in favor of the payment provided by Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and it being understood and acknowledged that at become exchangeable for the right to receive, as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1(c).

Appraisal Rights. Subject Each share of Common Stock that is issued and outstanding immediately prior to the last sentence Effective Time and is held by a Person who, in accordance with A.R.S. Section 10-1302, (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Section 4.2(g)Agreement) and (ii) has properly demanded appraisal of such share of Common Stock, no Dissenting Stockholder shall be entitled and not effectively withdrawn, lost or failed to receive the applicable Per Share Merger Consideration with respect perfect their rights to the Dissenting Shares owned by such Dissenting Stockholderappraisal, but insteadwill not, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically converted into the right to receive any portion of the Merger Consideration and instead will be cancelled and retired and shall cease to existexist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the A.R.S., unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the A.R.S, in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with ARTICLE I, without interest, in accordance with this Agreement, the Merger Consideration. From and after the Effective Time, no Shareholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Shareholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and such Dissenting Stockholder shall cease not subsequently withdrawn, lost or failed to have any other rights be perfected, in each case, in accordance with respect this Section 1.09 and the A.R.S, are referred to such in this Agreement as “Dissenting Shares. .” The Company shall will give Parent (i) reasonably Buyer prompt written notice of, and copies of, of any written demands for appraisal received by the Company, including any Shareholder’s notice of their intent to demand payment pursuant to the A.R.S. that the Company (or written threats thereof)receives, any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL A.R.S. and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVCompany.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary contained in this Agreement, shares of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock held by a holder who is entitled to receive the applicable Per Share Merger Consideration demand and has made a valid demand for appraisal of such shares in accordance, and complies in all respects, with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted at the Effective Time into the right to receive Merger Consideration, but rather shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at Shares. At the Effective Time, such all Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such each holder of Dissenting Stockholder Shares shall cease to have any other rights with respect thereto, except the rights set forth in Section 262 of the DGCL. Notwithstanding the foregoing, if any Dissenting Shares shall lose their status as such (through failure to perfect, waiver, effective withdrawal or otherwise), then, as of the later of the Effective Time or the date of loss of such Dissenting Sharesstatus, each of such shares shall automatically be converted into or shall have deemed to have been, at the Effective Time, converted into, as applicable, and shall represent only the right to receive Merger Consideration in accordance with Section 1.5(a), without interest thereon, following the surrender of the Stock Certificate(s) and/or Book-Entry Shares representing such shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands demand for appraisal pursuant to the DGCL received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant prior to the DGCL Effective Time and received by Parent shall have the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands for appraisal. Prior to the Effective Time, the Company shall not make any payment, settle or offer to settle, or, in each case, agree to do any of the foregoing, with respect to any such demand for appraisal under the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 4.2(g)Company Common Stock that are issued and outstanding immediately prior to the Reverse Merger Effective Time (each, no Dissenting Stockholder shall be a "Share") and which are held by a stockholder who did not vote in favor of the Mergers (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the "Dissenting Stockholders"), shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration (the "Dissenting Shares"), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and it being understood and acknowledged that at the Reverse Merger Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Reverse Merger Effective Time, the Per Share Merger Consideration for each such Share, in accordance with Section 2.1, without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands demand for payment or approve (ii) waive any withdrawal failure by a stockholder to timely comply with the requirements of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as DGCL. Any portion of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect made available to such Common Shares or Preferred Shares, as applicable, the Exchange Agent pursuant to this Article IVSection 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 4.2(g), no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration with respect contrary and to the Dissenting extent available under the DGCL, Company Shares owned that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Shares in accordance with Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such Dissenting Shares Shares”) shall no longer not be outstanding, shall automatically be cancelled and shall cease to existconverted into, and such Dissenting Stockholder stockholders shall cease have no right to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies ofreceive, any written demands for of the Aggregate Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal payment under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any Any stockholder of the foregoing. If any Dissenting Stockholder shall have Company who fails to perfect or who effectively withdrawn withdraws or otherwise waived losses his, her or lost the right its rights to appraisal of such Company Shares under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without any interest thereon, upon (i) surrender of a Certificate (or duplicationaffidavit of loss in lieu thereof in the form required by the Letter of Transmittal), together with the applicable Per Share Merger Consideration delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to the Company or (ii) delivery of an “agent’s message” in the case of Company Common Stock held in book-entry form, together with respect the delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any documents or agreements required by the Letter of Transmittal), to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVthe Company.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, but without limiting the consequence of any notice delivered pursuant to the Drag Letter, any shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by Stockholders who, in accordance with Section 262 et seq. of the DGCL (the ”Appraisal Rights Provisions”) (i) have not voted in favor of adopting this Section 4.2(gAgreement or consented thereto in writing and (ii) shall have demanded properly in writing appraisal for such shares in accordance with the Appraisal Rights Provisions, and not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the ”Dissenting Shares”), no Dissenting Stockholder will not be converted as described in Section 2.6, but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be entitled cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Company Capital Stock held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Capital Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and retired and to have been converted, as of the Effective Time, into the right to receive the applicable Per Share Merger Consideration Cash Consideration, without interest, in the manner provided in Section 2.6. Persons who have perfected statutory rights with respect to the Dissenting Shares owned as aforesaid will not be paid by the Surviving Corporation as provided in this Agreement and will have only such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment rights as are provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights Appraisal Rights Provisions with respect to such Dissenting Shares. If, after the Effective Time, any such Stockholder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon cease to be Dissenting Shares, including for purposes of Section 2.6, and shall be deemed to have been converted into, at the Effective Time, the right to receive the Per Share Cash Consideration as provided for in Section 2.6. The Company shall give Parent (i) reasonably Buyer prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals for the exercise of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings rights with respect to any demand for appraisal under shares of Common Stock. Prior to the DGCL. The Effective Time, the Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, From and to have become exchangeable for, as of after the Effective Time, neither any of the right to receiveBuyer Parties nor the Company shall make, without interest except with the prior written consent of the Seller Representative (which consent shall not be unreasonably withheld, conditioned or duplicationdelayed), the applicable Per Share Merger Consideration any payment with respect to, or settle or offer to settle, any such Common Shares or Preferred Sharesdemands for which the Indemnifying Parties would be required to provide indemnification under Section 9.2(a), as applicable, pursuant unless Buyer agrees in writing to this Article IVirrevocably forego indemnification on behalf of the Buyer Indemnified Parties for such payment and any related Losses.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares ("APPRAISAL SHARES") of this Section 4.2(g), no Dissenting Stockholder shall be Company Common Stock and Company Series D Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting demand, and who properly demands, appraisal of such Appraisal Shares owned by such Dissenting Stockholderpursuant to, but insteadand who complies in all respects with, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL ("SECTION 262") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) in the case of Company Common Stock, or shall not remain outstanding as provided in Section 2.01(d) in the case of Company Series D Preferred Stock, but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with respect Section 262; PROVIDED, HOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the Dissenting right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares owned by shall cease and such Dissenting Stockholder and it being understood and acknowledged that at Appraisal Shares shall be deemed to have been converted as of the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to existTime into, and such Dissenting Stockholder shall cease to have any other rights with respect become exchangeable solely for, the right to such Dissenting Sharesreceive the Merger Consideration (but without interest thereon) as provided in Section 2.01(c) in the case of Company Common Stock, or shall remain outstanding as provided in Section 2.01(d) in the case of Company Series D Preferred Stock. The Company shall give serve prompt notice to Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect for appraisal of any demand for appraisal under shares, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of this Section 4.2(g), no Dissenting Stockholder shall be the Merger (or consent thereto in writing or who otherwise did not validly waive their right to appraisal) and who is entitled to receive demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL (the "Dissenting Stockholders"), shall not be converted into or be exchangeable for the right to receive any portion of the Aggregate Merger Consideration (the "Dissenting Shares"), but instead such holder shall be entitled to payment of the fair value of such Shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder provisions of Section 262 of the DGCL (and 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 Dissenting Stockholder holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such stockholder's Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Aggregate Merger Consideration for each such Share, in accordance with Section 2.1(c), without any interest thereon. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect relating to stockholders' rights of any demand for appraisal under the DGCL appraisal, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to, or settle, or offer or agree to any demands for appraisalssettle, offer to settle or settle any such demands demand for payment or approve waive any withdrawal of any such demands, or agree, authorize or commit failure by a stockholder to do any of timely comply with the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 requirements of the DGCL with respect to any Dissenting Shares, such Dissenting perfect or demand appraisal rights. Any portion of the Aggregate Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Shares for which appraisal rights have been perfected shall be deemed returned to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVParent upon demand.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Common Shares (the “Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and are held by Company Shareholders who have not voted in favor of this Section 4.2(g)the Merger, no Dissenting Stockholder consented thereto in writing or otherwise contractually waived their rights to appraisal and who have complied with all of the relevant provisions of the TBCA (or the TBOC, if applicable) shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such shareholders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesTBCA. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Common Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL TBCA and received by the Company in relating to shareholders’ rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect of any demand to demands for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under TBCA. Neither the DGCL. The Company shall notnor the Surviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any holder of Dissenting Stockholder Shares shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 to dissent, then (i) as of the DGCL with respect to any Dissenting Sharesoccurrence of such event, such holder’s Dissenting Shares shall cease to be deemed to have been Dissenting Shares and shall be converted into, into and to have become exchangeable for, as of the Effective Time, represent the right to receivereceive the Merger Consideration (subject to adjustment pursuant to Section 2.4) in accordance with Section 2.1 and Section 2.2, without interest or duplicationand (ii) promptly following the occurrence of such event, the applicable Per Share Company shall remit to the Shareholder Representative the portion of the Merger Consideration with respect (subject to such Common Shares or Preferred Shares, as applicable, adjustment pursuant to this Article IVSection 2.4) to which such holder is entitled.

Appraisal Rights. Subject Each share of Common Stock that is issued and outstanding immediately prior to the last sentence of this Section 4.2(g)Effective Time and is held by a Person who, no Dissenting Stockholder shall be entitled to receive the applicable Per Share Merger Consideration in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect and Section 1313 of the CCC (if applicable), (i) has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights (whether before or after the date of this Agreement) and (ii) has properly demanded appraisal of such share of Common Stock, and not effectively withdrawn, lost or failed to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that perfect their rights to appraisal, will not, at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically converted into the right to receive any portion of the Stock Consideration and instead will be cancelled and retired and shall cease to existexist and shall represent only the right to receive payment from the Surviving Corporation with respect thereto as provided by the DGCL and the CCC (if applicable), unless and until the holder of any such share has failed to perfect or has effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL and the CCC (if applicable), in which case such share will thereupon be deemed, as of the Effective Time, to have been cancelled and retired and to have ceased to exist and been converted into the right to receive, upon surrender of such Certificate in accordance with ARTICLE I, without interest, in accordance with this Agreement, the Stock Consideration. From and after the Effective Time, no Stockholder who has demanded appraisal rights will be entitled to vote his, her or its shares of Common Stock for any purpose or to receive payment of dividends or other distributions on his, her or its shares (except dividends or other distributions payable to Stockholders of record at a date prior to the Effective Time). Any shares of Common Stock for which appraisal rights have been properly exercised, and such Dissenting Stockholder shall cease not subsequently withdrawn, lost or failed to have any other rights be perfected, in each case, in accordance with respect this Section 1.09 and the DGCL and the CCC (if applicable), are referred to such in this Agreement as “Dissenting Shares. .” The Company shall will give Parent (i) reasonably Buyer prompt written notice of, and copies of, of any written demands for appraisal received by the Company, including any Stockholder’s notice of their intent to demand payment pursuant to the DGCL and the CCC (if applicable) that the Company (or written threats thereof)receives, any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and the CCC (if applicable) and received by the Company in respect of any demand for appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLCompany. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsappraisal of Common Stock, or settle or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Two Trees Stock that are outstanding immediately prior to the Effective Time and which are held by Two Trees Stockholders who have exercised and perfected appraisal rights for such shares of Two Trees Stock in accordance with the DGCL (collectively, the “Two Trees Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 4.2(g), no 2.07 attributable to such Two Trees Dissenting Stockholder Shares. Such Two Trees Stockholders shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals appraised value of such demands shares of Two Trees Stock held by them in accordance with the DGCL, unless and any other documents and instruments served pursuant until such Two Trees Stockholders fail to the DGCL and received by the Company in respect of any demand for perfect or effectively withdraw or otherwise lose their appraisal under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal rights under the DGCL. The Company All Two Trees Dissenting Shares held by Two Trees Stockholders who shall not, except with the prior written consent of Parent, voluntarily make any payment have failed to perfect or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the their right to appraisal of such shares of Two Trees Stock under Section 262 of the DGCL with respect to any Dissenting Shares(whether occurring before, such Dissenting Shares at or after the Effective Time) shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the right to receivereceive the Merger Consideration, without interest or duplicationinterest, the applicable Per Share Merger Consideration with respect attributable to such Common Two Trees Dissenting Shares or Preferred Shares, as applicable, pursuant to this Article IVupon their surrender in the manner provided for herein.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent NPI (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentNPI, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any Parent Share that is issued and outstanding immediately prior to the Effective Time and that is held by a shareholder of the Parent who, in accordance with Sections 1301 through 1333 of the Florida Act (the “Appraisal Rights Provisions”) (i) has not voted (and has not caused or permitted its Parent Shares to be voted) in favor of adopting and approving this Section 4.2(gAgreement and (ii) who has complied in all respects with the applicable provisions of the Appraisal Rights Provisions, and not effectively withdrawn, lost or failed to perfect its rights to appraisal (such shareholders of the Parent referred to herein as the “Dissenting Shareholders” and its Parent Shares referred to herein as “Dissenting Shares”), no Dissenting Stockholder shall will not be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholderconverted into a Subsidiary common share, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, such and by virtue of the Merger and without any action on the part of the Dissenting Shares shall no longer be outstandingShareholder, shall automatically be cancelled and shall cease to exist, exist and such Dissenting Stockholder shall cease represent the right to receive only those rights provided under the Appraisal Rights Provisions. All Parent Shares held by shareholders who shall have any other failed to perfect or who effectively shall have withdrawn or lost their rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal Parent Shares under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company Appraisal Rights Provisions shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been converted into, cancelled and retired and to have become exchangeable forbeen converted, as of the Effective Time, the right to receiveinto Subsidiary common shares as set forth in Section 1.4 above, without interest or duplicationtherein, in the applicable Per Share Merger Consideration manner provided in this Agreement. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not receive the Subsidiary common shares provided in Section 1.4 above and will have only those rights as are provided by the Appraisal Rights Provisions with respect to such Common Shares or Preferred Dissenting Shares, as applicable, pursuant to this Article IV.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 4.2(g)contrary, no Dissenting Stockholder shall be the Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with and complies in all respects with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into the right to receive the applicable Per Share Merger Consideration and shall entitle such holder only to the rights with respect to the such Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall as may be entitled to receive only the payment provided by Section 262 of the DGCL with respect DGCL, unless such holder fails to the Dissenting Shares owned by perfect or properly withdraws or otherwise loses such Dissenting Stockholder and it being understood and acknowledged that at holder’s right to appraisal of such holder’s Shares. If, after the Effective Time, such holder fails to perfect or properly withdraws or loses such holder’s right to appraisal, then each such Dissenting Shares Share shall no longer be outstandingcanceled, shall automatically be cancelled and shall cease to exist, exist and such Dissenting Stockholder shall cease be treated as if it had been converted as of the Effective Time into a right to have receive the Merger Consideration without any other rights with respect interest thereon (less any amounts entitled to such Dissenting Sharesbe deducted or withheld pursuant to Section 2.7(f)). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the Company in respect of any demand for appraisal under of Shares, and Parent shall have the DGCL and (ii) a reasonable opportunity right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands. Except pursuant to applicable Legal Requirements, the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, which consent shall not be unreasonably withheld, delayed or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVconditioned.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration described in Section 1.05 otherwise attributable to such Dissenting Shares, unless and until such shares shall cease to be Dissenting Shares, and in lieu thereof, the holders of this Section 4.2(g), no Dissenting Stockholder Shares shall be entitled to receive the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Time, appraised value of such Dissenting Shares respectively held by them in accordance with the DGCL. All Dissenting Shares held by stockholders who shall no longer be outstanding, have failed to perfect or who effectively shall automatically be cancelled and shall cease have withdrawn or otherwise lost their right to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) reasonably prompt written notice of, and copies of, any written demands for appraisal received by the Company (or written threats thereof), any withdrawals of such demands and any other documents and instruments served pursuant to the DGCL and received by the shares of Company in respect of any demand for appraisal Capital Stock under the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be deemed to have been be converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, receive the applicable Per Share book-entry shares of Parent Common Stock representing the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) to which the holder of such shares of Company Capital Stock is entitled to receive in the Merger upon their surrender in the manner provided in Sections 1.05 and 1.09. Upon any Dissenting Shares ceasing to be Dissenting Shares after the Effective Time, (i) Parent shall promptly deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable in respect to of such Common formerly Dissenting Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 1.05(a), and cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.05(c), and (ii) the Parties shall cause the Exchange Agent to mail to the holder of such formerly Dissenting Shares the items specified in clauses (i) and (ii) of Section 1.09(b).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 4.2(gthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the applicable Per Share Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholderright to receive, but instead, each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and 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 Dissenting Stockholder shall cease to have the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent PCA (ia) reasonably prompt written notice of, and copies of, of any written demands for appraisal received by the Company (or written threats thereof)of any Shares, any attempted withdrawals of such demands and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (b) the opportunity to direct, in its reasonable business judgment, all negotiations and proceedings with respect of any demand to demands for appraisal under Delaware Law. Neither the DGCL and (ii) a reasonable opportunity to participate in and direct all negotiations and Proceedings with respect to any demand for appraisal under Company nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentPCA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall be deemed to have had been converted into, and to have become exchangeable for, as of the Effective Time, into the right to receive, without interest or duplication, receive the applicable Per Share Merger Consideration with respect to such Common Shares or Preferred Shares, as applicable, pursuant to this Article IVSection 2.1.

Appraisal Rights. Subject Notwithstanding anything contained herein to the last sentence contrary, if any stockholder of this Section 4.2(g), no Dissenting Stockholder shall be the Company that is entitled to receive appraisal rights demands to be paid the applicable Per Share Merger Consideration “fair value” of such holder’s shares of Company Capital Stock and complies with respect all conditions and obligations necessary to the Dissenting Shares owned by such Dissenting Stockholder, but insteadperfect appraisal rights in accordance with Delaware Law, each Dissenting Stockholder shall Share held by such stockholder will not be entitled to receive only converted into the payment provided by Section 262 of the DGCL with respect right to the Dissenting Shares owned by such Dissenting Stockholder and it being understood and acknowledged that at the Effective Timecash amounts set forth in Section 1.8(a), such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesexcept as provided in this Section 1.8(d). The Company shall give Parent (i) reasonably prompt written notice of, and copies of, of any written such demands for appraisal received by the Company, including any stockholder’s notice of their intent to demand payment pursuant to Delaware Law that the Company (or written threats thereof)receives prior to the Company Stockholders Meeting, any withdrawals of such demands demands, and any other documents and instruments served pursuant to the DGCL Delaware Law and received by the Company in respect of any demand for appraisal under the DGCL Company, and (ii) a reasonable opportunity the right to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal such demands under the DGCLDelaware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit offer to make any payment with respect to any demands for appraisalsto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. If, or agreeafter the Effective Time, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under to seek dissenters’ rights, the Dissenting Shares held by such stockholder shall immediately be converted into the right to receive the cash payable pursuant to Section 262 1.8(a) in respect of the DGCL with respect to any such shares as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10(c), following the satisfaction of the applicable conditions set forth in Section 1.10(c), the amount of cash to which such holder would be entitled in respect thereof under this Section 1.8(a) as if such shares never had been Dissenting Shares (and all such cash shall be deemed to have been converted into, and for all purposes of this Agreement to have become exchangeable for, as of the Effective Time, the right to receive, without interest or duplication, the applicable Per Share Merger Consideration with respect deliverable to such Common Shares or Preferred Shares, as applicable, holder pursuant to this Article IVSection 1.8(a)).