Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing stockholders that are entitled to demand and who shall have properly demanded appraisal of their Common Shares under the DGCL and perfected appraisal rights under Sections 92A.300 through 92A.500 have complied in all respects with the requirements of the NRS (the “Dissenting Shares”) shall not be converted into or represent DGCL concerning the right of a stockholder of the Company to receive the applicable Per demand appraisal of such Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable forthat, as of the Effective Time, the have not effectively withdrawn or lost such right to receiveappraisal (the "DISSENTING SHARES") will not be converted into or represent a right to receive the Merger Consideration, without any interest thereon, but the Per Common Share Amount holders of such Dissenting Shares will be entitled only to such rights as are provided under Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with Section 2.9(a)the DGCL; provided, and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice however, that to Parent the extent that any holder or holders of any written demands received by Common Shares have failed to establish the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant entitlement to Section 92A.440 of the NRS and received by the Company relating to appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 262 of the NRSDGCL, and Parent shall have such holder or holders (as the case may be) will forfeit the right to direct all negotiations appraisal of such Common Shares and proceedings with respect each such Common Share will thereupon be deemed to such demands. The Company shall nothave been converted, except with as of the prior written consent Effective Time, into and represent the right to receive payment from the Surviving Corporation of Parentthe Merger Consideration, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandswithout interest.

Appraisal Rights. Notwithstanding anything in this Agreement to None of the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a Time, the holder who of which has not neither voted in favor of the Merger or consented thereto in writing pursuant to Section 228 of the DGCL and who shall have properly has demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal in accordance with Section 262 of the DGCL (such shares, the “Dissenting Shares” and payment each, a “Dissenting Share”), and who has not effectively withdrawn or lost such holder’s rights to appraisal, shall be converted into the right to receive the Per Share Merger Consideration. At the Effective Time, all Dissenting Shares shall be canceled and shall cease to exist and shall represent the right to receive only those rights provided under the NRSDGCL. If, each after the Effective Time, any holder of a Dissenting Share withdraws, loses or fails to perfect such holder’s rights to appraisal, such Dissenting Share held by such holder shall thereupon be deemed to have treated as if it had been converted into and to have become exchangeable forconverted, as of the Effective Time, the right to receive, without any interest thereon, into the Per Common Share Amount in accordance with Merger Consideration. The holders of Dissenting Shares shall be entitled only to those rights granted under Section 2.9(a), and such Share shall no longer be a Dissenting Share262 of the DGCL. The Company shall give prompt notice to promptly notify Parent upon receipt of any written demands received by for appraisal under Section 262 of the Company for appraisals of DGCL and any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 2.08(c), but instead the holders of Appraisal Shares shall be entitled to receive payment of the fair market value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, provided that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.08(c), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in, and after the Offer Closing Date, direct all negotiations and proceedings Proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of Parentthe Company, voluntarily make or agree require the Company to make any payment with respect to any demands for appraisals of Shares, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to demand and has not voted properly demanded appraisal for such Company Common Stock in favor accordance with, and who complies in all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (such shares, the “Dissenting Shares”) shall not be converted into or the right to receive the Per Share Merger Consideration, and shall instead represent the right to receive payment of the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect consideration due to such Dissenting Shares as shall be determined pursuant in accordance with and to the NRS; provided, however, that if extent provided by Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or otherwise lost such holder’s loses his right to appraisal and payment under Section 262 of the NRSDGCL or other Applicable Law, each such Share held by then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into and to have become exchangeable forconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receivereceive the Per Share Merger Consideration, without interest and subject to any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Sharewithholding of Taxes required by Applicable Law. The Company shall give Parent prompt notice to Parent of any written demands received by the Company for appraisals appraisal of Company Common Stock or any Shares and threats thereof, any actual or attempted withdrawals of such demands and any other demands, notices or instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 92A.320 of and the NRS, and Parent shall have the right to direct participate in and to control all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or compromise or offer to settle or settle compromise, any demands such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesAppraisal Rights”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead Offer Consideration. Such holders shall be entitled to receive such payment from the Surviving Corporation consideration as is determined to be due with respect to such Dissenting Shares as shall be determined pursuant to in accordance with Section 262 of the NRSDGCL; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under the NRSAppraisal Rights, each such Share held by then the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, the Offer Consideration, without interest and reduced by the amount of any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Sharewithholding that is required under applicable Tax Law. The Company shall give prompt notice promptly deliver to Parent notice of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with not without the prior written consent of Parent, voluntarily make or agree to Parent make any payment with respect to any demands for appraisals of Sharesto, or offer to make any such payment or settle or settle any demands or approve any withdrawal of offer to settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of as to which the Merger or consented thereto in writing and who shall holders thereof have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 in accordance with Section 262 of the NRS DGCL and have not effectively withdrawn such demand (the collectively, “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive Merger Consideration as provided in Section 2.1(a), unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost such holderPerson’s right to appraisal and payment under the NRSDGCL, each at which time such Share held by such holder Company Shares shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receivePer Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any interest thereon, the Per Common Share Amount in accordance with required Tax withholdings pursuant to Section 2.9(a)2.3(e) and such Company Shares shall not be deemed Dissenting Shares, and such Share holder thereof shall no longer cease to have any other rights with respect to such Company Shares. Each holder of Dissenting Shares shall only be a entitled to such consideration as may be due with respect to such Dissenting ShareShares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and appraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the NRS and applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, appraisal and Parent shall have the right be entitled to direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (the "Appraisal Shares") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Shares”"Appraisal Provisions") shall not be converted into or represent Merger Consideration as provided in Section 2.01(c), but rather the right to receive the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive payment of the fair value of such payment from Appraisal Shares in accordance with the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSAppraisal Provisions; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under the NRSAppraisal Provisions, each such Share held by then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders of the Company who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who shall have demanded properly demanded and perfected in writing appraisal rights under Sections 92A.300 through 92A.500 for such Company Shares in accordance with Section 262 of the NRS (DGCL and otherwise complied with all of the “Dissenting Shares”) provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into or represent the into, and such stockholders shall have no right to receive receive, any of the applicable Per Common Transaction Share Amount but instead shall be entitled to receive Consideration unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed stockholder fails to perfect or shall have effectively withdrawn withdraws or otherwise lost such holder’s loses his, her or its right to appraisal and payment under the NRSDGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise losses his, each her or its rights to appraisal of such Share held by such holder Company Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable forinto, as of the Effective Time, the right to receiveportion of the Transaction Share Consideration, without any interest thereon, to which he, she or it is entitled pursuant to this Agreement upon (a) surrender of a Certificate (or affidavit of loss in lieu thereof in the Per Common Share Amount in accordance with Section 2.9(aform required by the Letter of Transmittal), together with the delivery of a properly completed and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent duly executed Letter of Transmittal (including, for the avoidance of doubt, any written demands received documents or agreements required by the Letter of Transmittal), to the Exchange Agent or (b) in the case of Company Shares held in book-entry form, a properly completed and duly executed Letter of Transmittal (including, for appraisals the avoidance of doubt, any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received documents or agreements required by the Company relating Letter of Transmittal), to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandsExchange Agent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder holders who has not have neither voted in favor of the Merger or nor otherwise consented thereto in writing and who shall have demanded properly demanded and perfected in writing appraisal rights under Sections 92A.300 through 92A.500 for such shares in accordance with Section 262 of the NRS DGCL (the “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the applicable Per Common Share Amount but instead consideration described in Section 3.01(c)(i). Such holders shall be entitled to receive payment of the appraised value of such payment from shares of Company Common Stock held by them in accordance with the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to provisions of Section 262 of the NRS; providedDGCL, howeverexcept that if, that if after the Effective Time, such holder shall have failed fails to perfect or shall have effectively withdrawn perfect, withdraws or otherwise lost loses any such holder’s right appraisal rights or a court of competent jurisdiction shall determine that such holder is not entitled to appraisal and payment under the NRSrights, each such Share share of Company Common Stock held by such holder shall thereupon no longer be considered a Dissenting Share and each such share and its associated Stockholder Rights (if any) shall be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receivereceive the Merger Consideration in accordance with Section 3.01(c)(i), without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company or any Subsidiary thereof for appraisals appraisal of any Shares and attempted shares of Company Common Stock or written threats thereof, withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and Delaware law received by the Company relating to rights to be paid the “fair value” or any of Dissenting Shares, as provided in Section 92A.320 of the NRSits Subsidiaries, and Parent shall have the right to direct participate in and control all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, neither the Company shall notnor any Subsidiary thereof shall, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle settle, any such demands or approve agree to do or commit to do any withdrawal of any such demandsthe foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the NRS, Shares shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder Holders who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who shall have demanded properly demanded and perfected in writing appraisal rights under Sections for such shares of Company Stock in accordance with the terms of NRS 92A.300 through 92A.500 and otherwise complied with all of the provisions of the NRS relevant to the exercise and perfection of dissenters’ rights (such shares, the “Dissenting Shares”) shall not be converted into or represent the into, and such stockholders shall have no right to receive receive, the applicable Per Common Share Amount but instead shall be entitled to receive portion of the consideration set forth in ARTICLE III unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed stockholder fails to perfect or shall have effectively withdrawn withdraws or otherwise lost such holder’s loses his, her or its right to appraisal and payment under the NRS. Any Dissenting Shares, each such Share held by such holder the Holder of which fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of his, her or its Dissenting Shares pursuant to the terms of NRS 92A.300 through 92A.500, shall thereupon be deemed to have been converted into into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive their allocable portion of the Closing Merger Consideration and the Earnout Consideration provided for, and in accordance with the procedures set forth in, ARTICLE III, without any interest thereon, upon surrender, if applicable, in the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as manner provided in Section 92A.320 3.05, of the NRSCertificate, and Parent shall have the right to direct all negotiations and proceedings with respect to Certificates or uncertificated shares of Company Stock that formerly evidenced such demands. The shares of Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandsStock.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand and properly demands appraisal of such Company Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Appraisal Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 4.1(a), but instead rather the holders of Appraisal Shares shall be entitled to receive such payment from by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant and to the NRSextent provided in Section 262 of the DGCL; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under Section 262 of the NRSDGCL with respect to Appraisal Shares, each such Share held by then the right of such holder to seek appraisal of such Company Shares shall thereupon cease and such Company Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receivereceive the Merger Consideration as provided in Section 4.1(a), without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Shareinterest. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct participate in and control all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares (the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder stockholders who has did not voted vote in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 comply with all of the NRS relevant provisions of Section 262 of the DGCL (the “"Dissenting Shares”Stockholders") shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to Merger Consideration, unless and until such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder Stockholders shall have failed to perfect or shall have effectively withdrawn or otherwise 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 right to appraisal and payment under the NRS, each such Share held by such holder 's Shares shall thereupon be deemed to have treated as though such Shares had been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive, Merger Consideration for each Share without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Sharenet of any applicable withholding Taxes. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to stockholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to such demandsdemands 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 or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder shareholders who has did not voted vote in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 comply with all the relevant provisions of Section 262 of the NRS DGCL (the “"Dissenting Shares”Shareholders") shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from Merger Consideration (the Surviving Corporation with respect to such "Dissenting Shares as shall be determined pursuant to Shares"), unless and until the NRS; provided, however, that if such holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or otherwise lost their rights to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal and payment under the NRS, each such Share held by such holder 's Shares shall thereupon be deemed to have been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive, Merger Consideration for each Share without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give the Bidder (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL; provided, however, the Company shall have the right to participate in any such demandsnegotiations and proceedings. The Company shall not, except with the prior written consent of Parentthe Bidder, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares had been converted into the right to receive the Standard Election Consideration pursuant to Section 2.1(b).

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders of the Company who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who shall have demanded properly demanded and perfected in writing appraisal rights under Sections 92A.300 through 92A.500 for such Company Common Stock in accordance with Section 262 of the NRS (DGCL and otherwise complied with all of the “Dissenting Shares”) provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into into, and such stockholders shall have no right to receive, the Per Share Merger Consideration or represent the contingent right to receive any portion of the applicable Per Common Share Amount but instead shall be entitled to receive Merger Consideration Earnout Shares, unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed stockholder fails to perfect or shall have effectively withdrawn withdraws or otherwise lost such holder’s loses his, her or its right to appraisal and payment under the NRSDGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, each her or its rights to appraisal of such Share held by such holder shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into into, and to have become exchangeable for, as of the Effective Time, the right to receivereceive (i) the Per Share Merger Consideration, without any interest thereon, upon surrender, in the Per manner provided in Section 3.01(a)(i), of the Certificate or Certificates that formerly evidenced such shares of Company Common Share Amount Stock, and a portion of the Merger Consideration Earnout Shares if, as and when payable in accordance with the provisions of Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demands3.07.

Appraisal Rights. Notwithstanding anything any other provision contained in this Agreement to the contraryAgreement, Shares any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder stockholder who has not voted such shares in favor of the Merger or consented thereto in writing and who shall have is entitled to demand and properly demanded demands appraisal of such shares pursuant to, and perfected who complies in all respects with, and has otherwise taken all of the steps required by, Section 262 of the DGCL to properly perfect such stockholder’s appraisal rights under Sections 92A.300 through 92A.500 Section 262 of the NRS DGCL (the “Dissenting Appraisal Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but Merger Consideration and instead shall be cancelled and shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be amount determined pursuant to Section 262 of the NRSDGCL; provided, however, that if such holder shall have failed in the event that a stockholder of the Company fails to perfect or shall have effectively withdrawn perfect, withdraws or otherwise lost such holder’s loses its right to appraisal and payment under Section 262 of the NRSDGCL, each such Share the shares of Company Common Stock held by such holder stockholder shall thereupon be deemed to have been be No Election Shares and converted into and to have become exchangeable for, as of the Effective Time, represent only the right to receive, without any interest thereon, receive the Per Common Share Amount in accordance with Mixed Consideration pursuant to Section 2.9(a2.1(c)(i), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisals notices to exercise appraisal rights in respect of any Shares and shares of Company Common Stock, attempted withdrawals of such demands notices, and any other instruments served pursuant to Section 92A.440 of the NRS and applicable Law that are received by the Company relating with respect to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSstockholders’ appraisal rights, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands for payment of fair value under the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of any such demandsdemands for payment of fair value under the DGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to ----------------- the contrary, Shares shares ("Appraisal Shares") of Company Common Stock and Series A ---------------- Preferred that are issued and outstanding immediately prior to the Effective Time and that are held by a holder persons who has not voted are entitled to demand and properly demand appraisal of such Appraisal Shares pursuant to, and who comply in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Shares”"Section 262") shall not (i) be converted into ----------- the Merger Consideration as provided in Section 2.01(c), in the case of such shares of the Company Common Stock, or represent (ii) remain outstanding, in the right to receive case of such shares of the applicable Per Common Share Amount Series A Preferred, but instead rather the holders of Appraisal Shares shall be entitled to receive payment of the fair market value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if such any holder of -------- ------- Appraisal Shares shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under Section 262, then the NRS, each such Share held by right of such holder to be paid the fair value of such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have treated as if they had been converted into and to have become exchangeable for, as of the Effective TimeTime into the Merger Consideration, as provided in Section 2.01(c) in the right to receive, without any interest thereon, case of the Per Company Common Share Amount in accordance with Section 2.9(a)Stock, and such Share shall no longer be a Dissenting Shareremain outstanding, as provided in Section 2.01(d) in the case of the Series A Preferred. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are any shares of Company Common Stock held by a holder who thereof that (i) has not voted in favor of the Company Merger or consented thereto to the Company Merger in writing and who shall have properly (ii) has demanded the appraisal of such shares in accordance with, and perfected appraisal rights under Sections 92A.300 through 92A.500 has complied in all respects with, Section 262 of the NRS DGCL (collectively, the “Company Dissenting Shares”) shall not be converted into or represent as described in Section 2.1(d), but will from and after the Effective Time constitute only the right to receive payment of the applicable Per fair value of such shares of Company Common Share Amount but instead shall be entitled to receive such payment from Stock in accordance with the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to provisions of Section 262 of the NRSDGCL (the “Appraisal Rights Provisions”); provided, however, that if such holder all shares of Company Common Stock held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost such holder’s right their rights to appraisal and payment of such shares of Company Common Stock under the NRS, each such Share held by such holder Appraisal Rights Provisions 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 Company Merger Consideration, without any interest thereoninterest, in the Per Common Share Amount manner provided in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share2.1. The Company shall give Parent prompt written notice to Parent of any written demands received by the Company for appraisals the exercise of any Shares and attempted appraisal rights with respect to shares of Company Common Stock, withdrawals of such demands and any all other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCompany, and Parent shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of as to which the Merger or consented thereto in writing and who shall holders thereof have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 in accordance with Section 262 of the NRS DGCL and have not effectively withdrawn such demand (the collectively, “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive Merger Consideration unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost such holderPerson’s right to appraisal and payment under the NRSDGCL, each at which time such Share held by such holder Shares shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right Per Share Merger Consideration as provided in Section 2.01(a), after giving effect to receive, without any interest thereon, the Per Common Share Amount in accordance with required Tax withholdings pursuant to Section 2.9(a2.03(e), and such Share Shares shall no longer be a deemed Dissenting ShareShares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each holder of Dissenting Shares shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such holder. The Company shall give Parent and US Parent prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and appraisal, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, appraisal and Parent and US Parent shall have the right be entitled to participate in and direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent and US Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares each share of Company Common Stock that are is issued and outstanding immediately prior to the Effective Time and that are is held by a holder Company Stockholder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected such stockholder’s appraisal rights under Sections 92A.300 through 92A.500 and demanded to be paid the fair value of the NRS such shares in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) ), shall not be converted into or represent the right to receive cash pursuant to Section 1.6(b), but the applicable Per Common Share Amount but instead holder thereof shall be entitled to receive such payment from rights as are granted by Delaware Law and the Surviving Corporation shall make all payments to the holders of such Dissenting Shares with respect to such Dissenting Shares as shall be determined pursuant to the NRSdemands in accordance with Delaware Law; provided, however, that if any such holder shall shall, prior to or after the Effective Time, have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s its appraisal right to appraisal and payment under the NRSDelaware Law, each such Share share of Company Common Stock held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable forinto, as of the Effective Time, solely the right to receive, without any interest thereon, receive the Per Common Share Amount in accordance with cash pursuant to Section 2.9(a1.6(b), and such Share shall no longer be a Dissenting Share. The Company shall give prompt written notice to Parent and Merger Sub of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to payment under Section 92A.440 262 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSDelaware Law, and Parent and Merger Sub shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentParent and Merger Sub, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, settle, or offer to settle settle, or settle offer to make any demands or approve any withdrawal of payment to settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Appraisal Shares”) shall not be converted into or the right to receive the Merger Consideration as provided in Section 2.01(c), but instead shall be canceled and shall represent the right to receive only those rights provided under Section 262 of the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSDGCL; provided, however, that if any such holder Person shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal under Section 262 of the DGCL, then the right of such Person to receive those rights under Section 262 of the DGCL shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective TimeTime into, and shall represent only the right to receive, the Merger Consideration as provided in Section 2.01(c), without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in, and after the Offer Acceptance Time, direct all negotiations and proceedings Actions with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of Parentthe Company, voluntarily make or agree require the Company to make any payment with respect to any demands for appraisals of Shares, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are Each issued and outstanding immediately prior share of Company Common Stock the holder of which has perfected his right to dissent under the DGCL and has not effectively withdrawn or lost such right as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the a right to receive the applicable Per Common Share Amount but instead per share Merger Consideration hereunder, and the holder thereof shall be entitled to receive such payment from the Surviving Corporation with respect only to such Dissenting Shares rights as shall be determined pursuant to are granted by the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting ShareDGCL. The Company shall give Parent prompt notice to Parent of any written demands received upon receipt by the Company for appraisals of any Shares and attempted such demands for payment of the fair value of such shares of Company Common Stock, any withdrawals of such demands notice and any other instruments served provided pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the applicable law (any stockholder duly making such demand being hereinafter called a “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demandsStockholder”). The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle settle, any such demand for payment, or settle waive any demands failure to timely deliver a written demand for appraisal or approve the taking of any withdrawal of other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. The Company shall give Parent the reasonable opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation. If any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) his, her or its right to such payment at or prior to the Effective Time, such holder’s shares of Company Common Stock shall be converted into a right to receive cash and Parent Common Stock in accordance with the applicable provisions of this Agreement.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 Section 262 of the NRS DGCL (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to Section 262 of the NRSDGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRSDGCL, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 262 of the NRSDGCL, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares ("APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Sections 86 through 97 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS BCL (the “Dissenting Shares”"APPRAISAL PROVISIONS") shall not be converted into or represent Merger Consideration as provided in Section 2.01(c), but rather the right to receive the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive payment of the fair value of such payment from Appraisal Shares in accordance with the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSAppraisal Provisions; providedPROVIDED, howeverHOWEVER, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under the NRSAppraisal Provisions, each such Share held by then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Appraisal Shares”) pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 2.01(c), but instead rather the holders of Appraisal Shares shall be entitled to receive payment of the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 shares of the NRS and received by Company Common Stock. The Company shall give Parent the Company relating opportunity to rights to be paid the “fair value” of Dissenting Shares, as provided participate in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (such consent not to be unreasonably withheld, voluntarily make conditioned or agree to delayed), make any payment with respect to any demands for appraisals of Sharesto, settle or offer to settle settle, or settle waive any demands failure to timely deliver a written demand or approve timely take any withdrawal of other action with respect to any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive Merger Consideration as provided in Section 2.01(c), but rather the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive payment of the fair market value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or shall have effectively withdrawn perfect, or otherwise lost 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 right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 1.07(c), but instead the holders of Appraisal Shares shall be entitled to receive payment of the fair market value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, provided that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a1.07(c), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, Common Stock and Parent shall have the right to participate (as defined for this purpose in Section 5.09) in, and direct all negotiations and proceedings Proceedings with respect to to, such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions under Section 262 of the DGCL or agree to do any of the foregoing. Parent shall not, except with the prior written consent of Parentthe Company, voluntarily make or agree require the Company to make any payment with respect to any demands for appraisals of Shares, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Appraisal Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive Cash Merger Consideration in accordance with Sections 3.1(c) and 3.2, but rather each of the applicable Per Common Share Amount but instead Appraisal Shares shall be entitled represent only the right to receive payment of the appraised value of such payment from Appraisal Shares in accordance with applicable provisions of the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSDGCL; provided, however, that if such any holder of Appraisal Shares shall have failed (a) fail to properly perfect its appraisal rights as provided in the DGCL, or (b) otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under the NRSDGCL, each then such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receivereceive Cash Merger Consideration otherwise payable in accordance with Sections 3.1(c) and 3.2, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (a) prompt written notice to Parent of any written demands demand for appraisal received by the Company for appraisals Company, the withdrawal of any Shares and attempted withdrawals of such demands demand, and any other instruments notice or instrument delivered or served relating to appraisal or dissenters’ rights pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSDGCL, and Parent shall have (b) the right opportunity to direct participate in all negotiations and proceedings with respect to such demandsany 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, voluntarily make conditioned or agree to delayed), (a) make any payment with respect to any demands demand for appraisals of Sharesappraisal, (b) offer to settle or settle any demands such demand for appraisal, (c) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or approve (d) agree to do any withdrawal of any such demandsthe foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, the Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted is entitled to demand and properly demands appraisal for such Shares in favor accordance with and complies in all respects with Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (such Shares, the “Dissenting Shares”) shall will not be converted into or represent the right to receive Merger Consideration and will entitle such holder only to the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation rights with respect to such Dissenting Shares as shall may be determined pursuant to provided by Section 262 of the NRS; providedDGCL, however, that if unless such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or otherwise lost loses such holder’s right to appraisal and payment under of such holder’s Shares. If, after the NRSEffective Time, such holder fails to perfect or withdraws or loses such holder’s right to appraisal, then each such Dissenting Share held by such holder shall thereupon will be deemed to have treated as if it had been converted into and to have become exchangeable for, as of the Effective Time, the Time into a right to receive, receive the Merger Consideration without any interest thereon, the Per Common Share Amount in accordance with thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.9(a2.7(f), and such Share shall no longer be a Dissenting Share). The Company shall will give Parent prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall will have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall will 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. Parent will not, except with the prior written consent of Parentthe Company, voluntarily make or agree require the Company to make any payment with respect to any demands for appraisals of Shares, appraisal or offer to settle or settle any demands or approve any withdrawal of such demands, unless any such demandspayment is made or settlement is effective following the Effective Time.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive Merger Consideration as provided in Section 2.01(c), but rather the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive payment of the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent and U.S. Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent and U.S. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent and U.S. Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Appraisal Shares”) shall not be converted into or the right to receive the Merger Consideration as provided in Section 2.1.3, but instead shall be cancelled and shall represent the right to receive only those rights provided under Section 262 of the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSDGCL; provided, however, that if any such holder Person shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal under Section 262 of the DGCL, then the right of such Person to receive those rights under Section 262 of the DGCL shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective TimeTime into, and shall represent only the right to receive, the Merger Consideration as provided in Section 2.1.3, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent and HoldCo of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent and HoldCo shall have the right to participate in, and after the Offer Acceptance Time, direct all negotiations and proceedings Actions with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent and HoldCo, 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 Effective Time, HoldCo shall (and Parent shall cause HoldCo to) not, except with the prior written consent of Parentthe Company, voluntarily make or agree require the Company to make any payment with respect to any demands for appraisals of Shares, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder shareholders who has did not voted vote in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) ), which shareholders comply with all of the relevant provisions of Section 262 of the DGCL (the “Dissenting Shareholders”), shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive Merger Consideration, unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder holders shall have failed to perfect or shall have effectively withdrawn or otherwise lost their rights to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive, Merger Consideration without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to shareholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to such demandsdemands 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 or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the shares of Company Common Stock held by such Dissenting Shareholder shall thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive the Merger Consideration pursuant to Section 1.6.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement ---------------- to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected the right, if any, for appraisal rights under Sections 92A.300 through 92A.500 of those Shares in accordance with Section 262 of the NRS DGCL and as of the Effective Time has not withdrawn or lost such right to such appraisal (the “Dissenting "Appraisal Shares”") shall not be converted into or represent a right to receive the Merger Consideration, but the holder shall only be entitled to such rights as are granted by the DGCL. If a holder of Shares who demands appraisal of those Shares under the DGCL shall effectively withdraw or forfeit (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, those Shares shall be converted into and represent only the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from Merger Consideration, without interest, upon the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as surrender of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Sharecertificate or certificates representing those Shares. The Company Target shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the NRS and DGCL received by the Company Target relating to stockholders' rights of appraisal and (ii) the opportunity to be paid the “fair value” of Dissenting Shares, as provided participate in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company Target shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any such demands for appraisals of Sharescapital stock of Target, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing such Appraisal Shares pursuant to, and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) complies in all respects with, Section 262 shall not be converted into or represent the right to receive Merger Consideration as provided in Section 2.2(a), but rather the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive be paid the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.2(a), and such Share shall no longer be a Dissenting Share. The Company shall give provide prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything any other provision contained in this Agreement to the contraryAgreement, Shares any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder stockholder who has not voted such shares in favor of the Merger or consented thereto in writing and who shall have is entitled to demand and properly demanded demands appraisal of such shares pursuant to, and perfected who complies in all respects with, and has otherwise taken all of the steps required by, Section 262 of the DGCL to properly perfect such stockholder’s appraisal rights under Sections 92A.300 through 92A.500 Section 262 of the NRS DGCL (the “Dissenting Appraisal Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but Merger Consideration and instead shall be cancelled and shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be amount determined pursuant to Section 262 of the NRSDGCL; provided, however, that if such holder shall have failed in the event that a stockholder of the Company fails to perfect or shall have effectively withdrawn perfect, withdraws or otherwise lost such holder’s loses its right to appraisal and payment under Section 262 of the NRSDGCL, each such Share the shares of Company Common Stock held by such holder stockholder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, represent only the right to receive, without any interest thereon, receive the Per Common Share Amount in accordance with Merger Consideration pursuant to Section 2.9(a2.1(c), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (x) prompt notice to Parent of any written demands received by the Company for appraisals notices to exercise appraisal rights in respect of any Shares and shares of Company Common Stock, attempted withdrawals of such demands notices, and any other instruments served pursuant to Section 92A.440 of the NRS and applicable Law that are received by the Company relating with respect to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSstockholders’ appraisal rights, and Parent shall have (y) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands for payment of fair value under the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of any such demandsdemands for payment of fair value under the DGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, Dissenting Shares that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall will not be converted into or represent the right to receive the applicable Per consideration payable in respect of Company Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined Stock pursuant to Section 3.1 hereof unless and until the NRS; provided, however, that if such holder shall have failed to perfect perfect, or shall have effectively withdrawn or otherwise lost such holder’s lost, his, her or its right to appraisal and payment dissent from the Merger under the NRS, each such DGCL. The holder of any Dissenting Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount treated in accordance with Section 2.9(a)262 of the DGCL and, as applicable, shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of the DGCL with respect thereto. Acquirer shall be given a reasonable opportunity to review and comment on all notices or other communications to be sent to holders of Dissenting Shares and all such Share notices and other communications shall no longer be a Dissenting Sharesatisfactory to Acquirer. The Company shall will give Acquirer (a) prompt notice to Parent of any written notice or demands for appraisal or payment for shares of Company Common Stock, any withdrawal of demand for payment and any other similar instruments received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent (b) Acquirer shall have the right to direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Prior to the Effective Time, the Company shall will not, except with without the prior written consent of ParentAcquirer, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharessettle, offer to settle or settle otherwise negotiate, any such demands or approve notices or make or offer to make any withdrawal payment in respect of any such demandsdemands or notices. Acquirer will pay any consideration as may be determined to be due with respect to Dissenting Shares pursuant to and subject to the requirements of applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing DGCL (“Section 262”, and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 such shares of the NRS (the Company Common Stock, “Dissenting Appraisal Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 1.07(c), but instead shall be entitled entitle the holder thereof only to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSthose rights expressly provided by Section 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under Section 262, then the NRS, each such Share held by right of such holder to receive those rights under Section 262 shall thereupon cease and such Appraisal Shares shall be deemed to have been converted into and to have become exchangeable for, as of the Effective TimeTime into, and shall represent only the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a1.07(c), net of applicable withholding Taxes and such Share shall no longer be a Dissenting Sharewithout interest. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and prior to the Effective Time Parent shall have the right to direct participate in and control all negotiations and proceedings Proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make make, or agree to make make, any payment with respect to, or settle or offer to settle, any such demands for appraisals of Sharesappraisal or payment, offer or purport to settle waive any Person’s failure to timely deliver a written demand for appraisal or settle to take any demands or approve any withdrawal of any such demandsother action necessary to exercise appraisal rights under the DGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder shareholders who has did not voted vote in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 comply with all the relevant provisions of Section 33-861 of the NRS CBCA (the “"Dissenting Shares”Shareholders") shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from Merger Consideration (the Surviving Corporation with respect to such "Dissenting Shares as shall be determined pursuant to Shares"), unless and until the NRS; provided, however, that if such holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or otherwise lost their rights to appraisal under the CBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal and payment under the NRS, each such Share held by such holder 's Shares shall thereupon be deemed to have been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive, Merger Consideration for each Share without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give the Bidder (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS CBCA and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the CBCA; provided, however, the Company shall have the right to participate in any such demandsnegotiations and proceedings. The Company shall not, except with the prior written consent of Parentthe Bidder, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares had been converted into the right to receive the Standard Election Consideration pursuant to Section 2.1(b).

Appraisal Rights. Notwithstanding anything in this ---------------- Agreement to the contrary, Shares (the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder stockholders who has did not voted vote in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 comply with all of the NRS relevant provisions of Section 262 of the DGCL (the “"Dissenting Shares”Stockholders") shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from Merger Consideration, unless and until the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or otherwise 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 right to appraisal and payment under the NRS, each such Share held by such holder 's Shares shall thereupon be deemed to have been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive, Merger Consideration for each Share without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Alcoa (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to stockholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of ParentAlcoa, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to receive the Merger Consideration pursuant to Section 2.7(b).

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing stockholders that are entitled to demand and who shall have properly demanded appraisal of their Common Shares under the DGCL and perfected appraisal rights under Sections 92A.300 through 92A.500 have complied in all respects with the requirements of the NRS (the “Dissenting Shares”) shall not be converted into or represent DGCL concerning the right of a stockholder of the Company to receive the applicable Per demand appraisal of such Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable forthat, as of the Effective Time, have not effectively withdrawn or lost such right to appraisal (the "Dissenting Shares") will not be converted into or represent a right to receive the Merger Consideration, but the holders of such Dissenting Shares will be entitled only to such rights as are granted under ss.262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Dissenting Shares pursuant to ss.262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL; PROVIDED, HOWEVER, that to the extent that any holder or holders of Common Shares have failed to establish the entitlement to appraisal rights as provided in ss.262 of the DGCL, such holder or holders (as the case may be) will forfeit the right to receive, without any interest thereon, the Per appraisal of such Common Shares and each such Common Share Amount in accordance with Section 2.9(a)will thereupon be deemed to have been converted, and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 as of the NRS Effective Time, into and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have represent the right to direct all negotiations and proceedings with respect to such demands. The Company shall notreceive payment from the Surviving Corporation of the Merger Consideration, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandswithout interest.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder stockholders who has did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 comply with all of the NRS relevant provisions of Section 262 of the DGCL (the “Dissenting Shares”"DISSENTING STOCKHOLDERS") shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from Merger Consideration (the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to "DISSENTING SHARES"), unless and until the NRS; provided, however, that if such holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or otherwise 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 right to appraisal and payment under the NRS, each such Share held by such holder 's Shares shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receiveMerger Consideration for each such Share, in accordance with Section 2.7, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to stockholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to, or settle, or agree to any demands for appraisals of Sharessettle, offer to settle or settle any demands or approve any withdrawal of any such demandsdemand for payment.

Appraisal Rights. (a) Notwithstanding anything in this Agreement contained herein to the contrary, any Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount cash amount provided for in Section 2.2(b), but shall instead shall be entitled converted into the right to receive such payment from the Surviving Corporation consideration as may be determined to be due with respect to any such Dissenting Shares as shall be determined pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the NRS; providedprovisions of Delaware Law, howeverbecomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law. If, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receivereceive the cash payable pursuant to Section 2.2(b) in respect of such shares as if such shares never had been Dissenting Shares, without any interest thereonand Acquirer shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 7.2(c), following the satisfaction of the applicable conditions set forth in Section 7.2(c), the Per Common Share Amount amount of cash to which such holder would be entitled in accordance with respect thereof under this Section 2.9(a), and 2.5 as if such Share shall no longer be a shares never had been Dissenting ShareShares. The Company shall give Acquirer (i) prompt notice to Parent of any written demands for appraisal or purchase received by the Company for appraisals of any Shares and attempted Company, withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the NRS Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have (ii) the right to direct all negotiations and proceedings with respect to such demandsdemands for appraisal or purchase under Delaware Law. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law, voluntarily make any payment or agree offer to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle settle, any claim or settle any demands or approve any withdrawal demand in respect of any such demandsDissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Appraisal Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration in accordance with Section 3.01(a), but instead rather each of the Appraisal Shares shall be entitled represent only the right to receive payment of the appraised value of such payment from Appraisal Shares in accordance with the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSDelaware Law; provided, however, that if such any holder of Appraisal Shares shall have failed (i) fail to perfect establish its entitlement to appraisal rights as provided in the Delaware Law or (ii) otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under the NRSDelaware Law, each then such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receivereceive the Merger Consideration, without any interest thereon, the Per Common Share Amount otherwise payable in accordance with Section 2.9(a3.01(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (a) prompt written notice of each notice of intent to Parent of any written demands demand appraisal received by the Company for appraisals or any of its subsidiaries, the withdrawal of any Shares and attempted withdrawals of such demands demand, and any other instruments notice or instrument delivered or served relating to appraisal pursuant to Section 92A.440 of the NRS Delaware Law and received by (b) the Company relating opportunity to rights to be paid the “fair value” of Dissenting Shares, as provided participate in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the Delaware Law. The Company shall notPrior to the Effective Time, neither the Company, Parent nor any of their respective subsidiaries shall, except with the prior written consent of Parent, voluntarily make or agree to (i) make any payment with respect to any demands demand for appraisals of Sharesappraisal, (ii) offer to settle or settle any demands such demand for appraisal, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the Delaware Law, or approve (iv) agree to do any withdrawal of any such demandsthe foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger to adopt this Agreement or consented thereto in writing and who shall have has the right to demand and has properly demanded payment for and perfected an appraisal rights under Sections 92A.300 through 92A.500 of such shares in accordance with Section 262 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 2.01(c), but instead rather the holders of Appraisal Shares shall be entitled to receive payment of the fair market value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or otherwise lost loses the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the applicable Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 shares of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to in its sole discretion, make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of Company capital stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder Stockholders who has shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly demanded and perfected in writing appraisal rights under Sections 92A.300 through 92A.500 for such shares in accordance with Section 262 of the NRS DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion of the applicable Per Common Share Amount but instead Merger Consideration as set forth in Section 2.5. Such Stockholders shall be entitled to receive such payment from the Surviving Corporation consideration as is determined to be due with respect to such Dissenting Shares as shall be determined pursuant to in accordance with the NRS; providedprovisions of Section 262 of the DGCL, however, except that if all Dissenting Shares held by such holder Stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost such holder’s right their rights to appraisal and payment of such shares under Section 262 of the NRS, each such Share held by such holder DGCL shall thereupon cease to be deemed to have been Dissenting Shares and automatically be converted into and to have become exchangeable for, as of the Effective Time, the right to receivereceive a portion of the Merger Consideration as set forth in Section 2.5, pursuant to the exchange procedures set forth in Section 2.10 and without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (a) prompt notice to Parent of any written demands received by the Company demand for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to appraisal under Section 92A.440 262 of the NRS DGCL and received by (b) the Company relating opportunity to rights to be paid the “fair value” of Dissenting Shares, as provided participate in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any such demands for appraisals of Shares, or offer to settle or settle any such demands. Any communication to be made by the Company to any Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Stockholder prior to the Company receiving Parent’s consent, which consent shall not be unreasonably delayed, withheld or approve conditioned. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or the Company (A) makes any withdrawal payment or payments in respect of any Dissenting Shares in excess of the portion of the Merger Consideration that otherwise would have been payable in respect of such demandsshares in accordance with this Agreement or (B) incurs any Losses (including attorneys’ and consultants’ fees, costs and reasonable expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares ((A) and (B) together “Dissenting Share Payments”), unless such amount is less than or equal to the aggregate amount of the portion of the Merger Consideration to which such Stockholder would have been entitled with respect to shares of the Company capital stock held by such Stockholder, Parent shall be entitled to recover under the terms of Article X hereof the amount of such Dissenting Share Payments.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted stockholders that have complied in favor all respects with the requirements of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 DGCL concerning the right of a stockholder of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right Company to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment dissent from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into Merger and to have become exchangeable forrequire an appraisal of such Shares in the manner provided in the DGCL, if applicable, and that, as of the Effective Time, the have not effectively withdrawn or lost such right to receiveappraisal (the "Dissenting Shares") will not be converted into or represent a right to receive the Merger Consideration, without any interest thereon, but the Per Common Share Amount holders of such Dissenting Shares will be entitled only to such rights as are granted under Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Shares pursuant to such section of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with Section 2.9(a)the DGCL; PROVIDED, and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice HOWEVER, that to Parent the extent that any holder or holders of any written demands received by Shares have failed to establish the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant entitlement to Section 92A.440 of the NRS and received by the Company relating to appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 262 of the NRSDGCL, and Parent shall have such holder or holders (as the case may be) will forfeit the right to direct all negotiations appraisal of such Shares and proceedings with respect each such Share will thereupon be deemed to such demands. The Company shall nothave been converted, except with as of the prior written consent Effective Time, into and represent the right to receive payment from the Surviving Corporation of Parentthe Merger Consideration, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandswithout interest.

Appraisal Rights. Notwithstanding anything in Shares of Company Common Stock that have not been voted for adoption of this Agreement and with respect to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who which appraisal has not voted been properly demanded in favor accordance with Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Shares”) shall will not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such shares (a “Dissenting Stockholder”) withdraws such demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares will cease to be a Dissenting Share and will be converted as of the Effective Time into and represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receiveMerger Consideration, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and appraisal, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to stockholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have the right to direct participate in all negotiations and proceedings with respect to such demandsdemands except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, unless and to the extent required to do so under applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary herein, any Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount portion of the consideration contemplated in ARTICLE I, but shall instead shall be entitled converted into the right to receive such payment from the Surviving Corporation consideration as may be determined to be due with respect to any such Dissenting Shares as pursuant to the DGCL. Each holder of Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment thereunder for such shares shall be receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the NRS; providedDGCL). If, howeverafter the Effective Time, that if any Dissenting Shares shall lose their status as Dissenting Shares, then any such holder shares shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon immediately be deemed to have been converted into and to have become exchangeable for, as of at the Effective Time, Time into the right to receivereceive the applicable portion of the consideration contemplated in ARTICLE I in respect of such shares as if such shares never had been Dissenting Shares, without any interest thereon, following the Per Common Share Amount satisfaction of the applicable conditions set forth in accordance with Section 2.9(a1.5(a), and such Share shall no longer be a Dissenting Share. The Company shall give provide to Acquirer (i) prompt notice to Parent of any written demands for appraisal or purchase received by the Company for appraisals of any Shares and attempted Company, withdrawals of such demands and any other instruments related to such demands served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have (ii) the right to direct all negotiations and proceedings with respect to such demandsdemands under the DGCL. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under the DGCL, voluntarily make any payment or agree offer to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle settle, any claim or settle any demands or approve any withdrawal demand in respect of any such demandsDissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesAppraisal Rights”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead Merger Consideration. Such holders shall be entitled to receive such payment from the Surviving Corporation consideration as is determined to be due with respect to such Dissenting Shares as shall be determined pursuant to in accordance with Section 262 of the NRSDGCL; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under the NRSAppraisal Rights, each such Share held by then the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, the Merger Consideration, without interest and reduced by the amount of any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Sharewithholding that is required under applicable Tax Law. The Company shall give prompt notice promptly deliver to Parent notice of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with not without the prior written consent of Parent, voluntarily make or agree to Parent make any payment with respect to any demands for appraisals of Sharesto, or offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, The Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted is entitled to demand and properly demands appraisal for such Shares in favor of accordance with the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; providedMerger Consideration, however, that if unless such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or otherwise lost loses such holder’s right to appraisal and payment under of its Shares. If after the NRSEffective Time such holder fails to perfect or withdraws or loses such holder’s right to appraisal, each such Share held by such holder shall thereupon be deemed to have treated as if it had been converted into and to have become exchangeable for, as of the Effective Time, the Time into a right to receive, receive the Merger Consideration without any interest thereon, the Per Common Share Amount in accordance with thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.9(a2.6(e), and such Share shall no longer be a Dissenting Share). The Company shall give Parent prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to participate in and, after the Offer Acceptance Time, direct all negotiations and proceedings with respect to such 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. Parent shall not, except with the prior written consent of Parentthe Company, voluntarily make or agree require the Company to make any payment with respect to any demands for appraisals of Shares, appraisal or offer to settle or settle any demands or approve any withdrawal of any such demands. If any appraisal is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, then the cash received and/or value of the promissory note received by the Company in payment of the exercise price of the Top-Up Option shall be treated as if it were not paid to or received by the Company and the Top-Up Shares issued upon the exercise of the Top-Up Option shall be treated as if they were not issued or outstanding in connection with the determination of the fair value of the Dissenting Shares in accordance with Section 262 of the DGCL.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder Company Stockholders who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who shall have demanded properly demanded and perfected in writing appraisal rights under Sections 92A.300 through 92A.500 for such Company Shares in accordance with Section 262 of the NRS DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such Company Shares, the “Dissenting Shares”) shall not be converted into or represent the into, and such stockholders shall have no right to receive receive, the applicable Per Common Share Amount but instead shall be entitled to receive Stock Consideration, the Per Share Preferred Stock Cash Consideration, the Per Share Cash Election Consideration or the Closing Preferred Stock Consideration, as applicable, unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed stockholder fails to perfect or shall have effectively withdrawn withdraws or otherwise lost such holder’s loses his, her or its right to appraisal and payment under the NRSDGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, each such Share held by such holder her or its rights to appraisal of his, her or its Dissenting Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into into, and to have become exchangeable for, as of the Effective Time, the right to receive, (i) in the case of any Dissenting Shares which are Company Common Stock, the Per Share Stock Consideration, and (ii) in the case of any Dissenting Shares which are Company Preferred Stock, the Per Share Preferred Stock Cash Consideration, in each case, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 Section 262 of the NRS DGCL (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to Section 262 of the NRSDGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRSDGCL, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 262 of the NRSDGCL, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands (or any litigation relating thereto) or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, the Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted is entitled to demand and properly demands appraisal for such Shares in favor accordance with and complies in all respects with Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (such Shares, the “Dissenting Shares”) shall not be converted into or represent the right to receive Merger Consideration and shall entitle such holder only to the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation rights with respect to such Dissenting Shares as shall may be determined pursuant to provided by Section 262 of the NRS; providedDGCL, however, that if unless such holder shall have failed fails to perfect or shall have effectively withdrawn properly withdraws or otherwise lost loses such holder’s right to appraisal and payment under of such holder’s Shares. If, after the NRSEffective Time, such holder fails to perfect or properly withdraws or loses such holder’s right to appraisal, then each such Dissenting Share held by such holder shall thereupon be deemed to have treated as if it had been converted into and to have become exchangeable for, as of the Effective Time, the Time into a right to receive, receive the Merger Consideration without any interest thereon, the Per Common Share Amount in accordance with thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.9(a2.7(f), and such Share shall no longer be a Dissenting Share). The Company shall give Parent prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Except pursuant to applicable Legal Requirements, 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 negotiate regarding or agree to do any of the foregoing. Parent shall not, except with the prior written consent of Parentthe Company, voluntarily make or agree require the Company to make any payment with respect to any demands for appraisals of Shares, appraisal or offer to settle or settle any demands or approve any withdrawal of such demands, unless any such demandspayment is made or settlement is effective following the Effective Time.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholder who is entitled to and who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS for such Common Shares (the “Dissenting Shares”) in accordance with Section 262 of the DGCL shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration at the Effective Time, but instead shall be entitled represent and become the right to receive such payment from the Surviving Corporation with respect consideration as may be determined to be due to such Dissenting Shares as shall be determined Stockholder pursuant to the NRS; providedLaws of the State of Delaware, however, that if unless and until such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or otherwise lost loses such holder’s right to appraisal and payment under the NRSDGCL. If such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, each such Share the Dissenting Shares held by such holder shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable for, as of the Effective Time, the Time into a right to receivereceive the Merger Consideration, without any interest or dividends thereon, the Per Common Share Amount in accordance with Section 2.9(a2.1(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company demand for appraisals of appraisal, any Shares and attempted withdrawals withdrawal of such demands and demand, any other instruments served pursuant to Section 92A.440 of the NRS applicable Law and any other written communications that are received by the Company relating to stockholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, appraisal and Parent shall have (ii) the right to participate in and direct all negotiations negotiations, discussions and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesappraisal, offer to settle or settle any demands or such demands, approve any withdrawal of any such demandsdemands or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder holders of such shares of Company Common Stock who has not voted in favor of the Merger or consented properly exercise appraisal rights with respect thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 accordance with Section 262 of the NRS DGCL (the “Dissenting Shares”) shall not be converted into or represent exchangeable for the right to receive the applicable Per Common Share Amount but instead Merger Consideration. At the Effective Time, (a) all Dissenting Shares shall be canceled and cease to exist and (b) the holders of such Dissenting Shares shall be entitled to receive such payment from the Surviving Corporation with respect only to such Dissenting Shares rights as shall may be determined pursuant granted to them under Section 262 of the NRS; provided, however, that if DGCL unless and until such holder shall have failed holders fail to perfect or shall have effectively withdrawn withdraw or otherwise lost such holder’s right lose their rights to appraisal and payment under the NRSDGCL. If, each such Share held by after the Effective Time, any such holder shall fails to perfect or effectively withdraws or loses such right, such shares of Company Common Stock will thereupon be deemed to have treated as if they had been converted into and to have become exchangeable for, as of at the Effective Time, the right to receive, receive the Merger Consideration without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (a) prompt written notice to Parent of any written demands demand for appraisal pursuant to the DGCL received by the Company for appraisals of any Shares prior to the Effective Time and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have (b) the right to direct and control all negotiations and proceedings with respect to such demandsdemands for appraisal; provided that Parent shall consult with the Company with respect to such negotiations and proceedings. The Prior to the Effective Time, the Company shall notnot offer to make, except with the prior written consent of Parentor make any payment, voluntarily make settle or offer to settle, or, in each case, agree to make do any payment of the foregoing, with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandsdemand without Parent’s prior written consent.

Appraisal Rights. Notwithstanding anything in any provisions of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are any shares of Company Stock held by a holder who has not voted exercised such holder s appraisal rights in favor accordance with either the DGCL or California General Corporation Law (the "CGC L") and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who shall have properly demanded and perfected lost such appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “"Dissenting Shares”) "), shall not be converted into or represent a right to receive the consideration described in Section 3.1, but the holder of the Dissenting Shares shall only be entitled to such rights as are granted by the DGCL or the CGCL, as applicable. Notwithstanding the provisions of subsection (a) above, if any holder of shares of Company Stock who demands appraisal rights with respect to such shares shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder s appraisal rights under the DGCL or CGCL, as applicable, then, as of the Effective Time or the occurrence of such event, such holder s shares shall automatically be converted into and represents only the right to receive the applicable Per Common Share Amount but instead shall be entitled consideration described in Section 3.1, subject in any event to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share3.4. The Company shall give Acquiror (i) prompt written notice to Parent of any written demands received by the for payment with respect to any shares of Company for appraisals of Stock pursuant to appraisal rights, and any Shares and attempted withdrawals of such demands or losses of such rights, and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting SharesDGCL or CGCL, as provided in Section 92A.320 of the NRSapplicable, and Parent shall have (ii) the right opportunity to direct participate in all negotiations and proceedings with respect to such demandsdemands for appraisal rights. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, appraisal rights or offer to settle or settle any demands or approve any withdrawal of any such demands.. REPRESENTATIONS AND

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares (including restricted shares) of Company Common Stock outstanding immediately prior to the Effective Time and that are held by a holder who has not voted is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesAppraisal Rights”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead Stock Merger Consideration and shall be entitled to receive such payment from of the Surviving Corporation with respect to fair value of such Dissenting Shares as shall be determined pursuant to in accordance with the NRSAppraisal Rights; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under the Appraisal Rights, then the right of such holder to be paid the fair value of such holder’s right to appraisal Dissenting Shares shall cease and payment under the NRS, each such Share held by such holder Dissenting Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereonthe Stock Merger Consideration or, with respect to unvested shares of restricted Company Common Stock, the Per Common Share Amount Incentive Merger Consideration, in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Shareeither case without interest. The Company shall give Parent prompt notice to Parent of any written demands for appraisal of shares of Company Common Stock received by the Company for appraisals of any Shares and attempted Company, withdrawals of such demands and any other instruments served pursuant to Section 92A.440 262 of the NRS DGCL and received by shall give Parent the Company relating opportunity to rights to be paid the “fair value” of Dissenting Shares, as provided participate in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demandsthereto. The Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 2.01(a), but instead rather the holders of Appraisal Shares shall be entitled to receive payment of the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive, without any interest thereon, receive the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(a), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything On or before the Closing Date, the Acquiree shall send notice to all holders of equity in this Agreement to the contrary, Shares that are issued Acquiree apprising them of (a) the Merger and outstanding immediately prior to the Effective Time all transactions related thereto and that are (b) their appraisal rights. Any Acquiree Securities held by a holder persons who has have not voted in favor such shares for approval of the Merger or consented thereto in writing merger and who with respect to which such person shall have properly demanded and perfected be entitled to exercise appraisal rights under Sections 92A.300 through 92A.500 of in accordance with the NRS DGCL (the “Dissenting Shares”"DISSENTING SHARES") shall not be converted into or represent the right to receive Shares but shall instead be converted into the applicable Per Common Share Amount but instead shall be entitled right to receive such payment from the Surviving Corporation consideration as may be determined to be due with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting ShareDGCL. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall notAcquiror agrees that, except with the prior written consent of Parentthe Acquiree, or as required under the DGCL, it will not voluntarily make or agree to make any payment with respect to, or settle or offer to settle, any demands such purchase demand. Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, becomes entitled to payment of the fair value for appraisals of the Acquiree Securities shall receive payment therefore (but only after the value therefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, offer the Acquiror shall, issue and deliver, upon surrender by such stockholder of the certificate of certificates representing the Acquiree Securities, the number of Shares to settle or settle any demands or approve any withdrawal of any which such demandsstockholder would otherwise be entitled under this Agreement.

Appraisal Rights. Notwithstanding anything to the contrary in this Agreement Agreement, to the contraryextent that holders of Company Common Stock are entitled to appraisal rights under Section 607.1302 of the FBCA, Dissenting Common Shares that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall will not be converted into or represent the right to receive the applicable Per consideration payable in respect of Company Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined Stock pursuant to Section 3.1 hereof unless and until the NRS; provided, however, that if such holder shall have failed to perfect perfect, or shall have effectively withdrawn or otherwise lost such holder’s lost, his, her or its right to appraisal and payment dissent from the Merger under the NRS, each such Share held by such FBCA. The holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Dissenting Common Share Amount shall be treated in accordance with Section 2.9(a)607.1322 of the FBCA and, as applicable, shall be entitled only to such rights as may be granted to such holder pursuant to Section 607.1322 of the FBCA with respect thereto. Parent shall be given a reasonable opportunity to review and comment on all notices or other communications to be sent to holders of Dissenting Common Shares and all such Share notices and other communications shall no longer be a Dissenting Sharereasonably satisfactory to Parent. The Company shall will give Parent (a) prompt notice to Parent of any written notice or demands for appraisal or payment for shares of Company Common Stock, any withdrawal of demand for payment and any other similar instruments received by the Company for appraisals of any Shares and attempted withdrawals of such demands (b) the opportunity to participate in and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to any such demandsdemands or notices at Parent’s cost and expense. The Company shall will not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharessettle, offer to settle or settle otherwise negotiate, any such demands or approve notices or make or offer to make any withdrawal payment in respect of any such demandsdemands or notices. Parent will pay any consideration as may be determined to be due with respect to Dissenting Common Shares pursuant to and subject to the requirements of applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent Merger Consideration as provided in Section 2.01(c), but rather the right to receive the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive payment of the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock or Company Preferred Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are Any shares held by a holder stockholders who has not voted elect to demand the appraisal of such stockholders’ shares in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS Company (the “Dissenting Shares”) shall not be converted into or represent the right to receive Merger Consideration as set forth in Section 2.1 but shall instead be converted into the applicable Per Common Share Amount but instead shall be entitled right to receive such payment from the Surviving Corporation consideration as may be determined to be due with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting ShareDelaware Corporate Law. The Company shall give Parent (a) prompt notice to Parent of any written demands demand for appraisal received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of Delaware Corporate Law, (b) the NRS and received by the Company relating opportunity to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct control all negotiations and proceedings with respect to such demandsdemands and (c) the opportunity to review and comment on all appraisal rights notices and other communications to the stockholders of Company with respect to appraisal rights. The Company shall notagrees that, except with the prior written consent of Parent, or as required under Delaware Corporate Law, it will not voluntarily make or agree to make any payment with respect to, or settle or offer to settle, any demands for appraisals such demand. Each holder of Dissenting Shares (each a “Dissenting Stockholder”) who, pursuant to the provisions of Delaware Corporate Law, becomes entitled to payment of the fair value of such shares of Company’s capital stock shall receive payment therefor (but only after the value thereof shall have been agreed upon or finally determined pursuant to the provisions of Delaware Corporate Law), with interest paid thereon only to the extent required by Delaware Corporate Law. If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, offer Parent shall issue and deliver, upon surrender by the holder of the certificate or certificates representing such shares of Company capital stock as set forth in Section 2.5, the consideration, if any, to settle or settle any demands or approve any withdrawal of any which such demandsshareholder would otherwise be entitled pursuant to Section 2.1 with respect to such shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares ("APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand, and who properly demands, appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting Shares”"SECTION 262") shall not be converted into or represent Merger Consideration as provided in Section 2.6 (c), but rather the right to receive the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive payment of the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost such holder’s lose the right to appraisal and payment under Section 262, then the NRS, each such Share held by right of such holder to be paid the fair value of such holder's Appraisal Shares shall thereupon cease and such Appraisal Shares shall be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, the Merger Consideration (but without any interest thereon, the Per Common Share Amount ) as provided in accordance with Section 2.9(a2.6 (c), and such Share shall no longer be a Dissenting Share. The Company shall give serve prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued to the extent provided by the DGCL, Parent will not make any payment of Merger Consideration with respect to Company Common Stock held by any person (a "Dissenting Stockholder") who elects to demand appraisal of his shares and outstanding immediately prior duly and timely complies with all the provisions of the DGCL concerning the right of holders of Company Common Stock to require appraisal of their shares ("Dissenting Shares"), but such Dissenting Stockholders shall have the right to receive such consideration as may be determined to be due such Dissenting Stockholders pursuant to the laws of the State of Delaware. If, after the Effective Time, a Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his shares will be deemed to be converted as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined Merger Consideration pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a2.1(c), and such Share shall no longer be a Dissenting Share. The Company shall will give Parent (i) prompt notice to Parent of any written demands for appraisal of Dissenting Shares received by the Company for appraisals of any Shares and attempted withdrawals of such demands (ii) the opportunity to participate in and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to any such demands. The Company shall will not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to, or enter into any negotiations or discussions or a binding settlement agreement or make an offer, written or oral, to any demands for appraisals of Sharessettle, offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of as to which the Merger or consented thereto in writing and who shall holders thereof have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 in accordance with Section 262 of the NRS DGCL and have not effectively withdrawn such demand (the collectively, “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive Merger Consideration as provided in Section 2.1(a), unless and until such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost such holderPerson’s right to appraisal and payment under the NRSDGCL, each at which time such Share held by such holder Shares shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receivePer Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any interest thereon, the Per Common Share Amount in accordance with required Tax withholdings pursuant to Section 2.9(a)2.3(e) and such Shares shall not be deemed Dissenting Shares, and such Share holder thereof shall no longer cease to have any other rights with respect to such Shares. Each holder of Dissenting Shares shall be a entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting ShareShares. The Company shall give Parent prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and appraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the NRS and applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, appraisal and Parent shall have the right be entitled to direct participate in all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, except as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL or the California Corporations Code (the “CCC”), Shares shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder Company Stockholders who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who shall have demanded properly demanded and perfected in writing appraisal or dissenters’ rights under Sections 92A.300 through 92A.500 for such Company Stock in accordance with Section 262 of the NRS (DGCL and Chapter 13 of the “Dissenting Shares”) CCC, and otherwise complied with all of the provisions of the DGCL and the CCC relevant to the exercise and perfection of appraisal rights, shall not be converted into or represent the into, and such Company Stockholders shall have no right to receive receive, the applicable Per Common Share Amount but instead shall be entitled Merger Consideration, unless and until such stockholder fails to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; providedperfect, however, that if such holder shall have failed to perfect or shall have effectively withdrawn withdraws or otherwise lost such holder’s loses his, her or its right to appraisal and payment under the NRSDGCL and the CCC. Any Company Stockholder who fails to perfect, each effectively withdraws or otherwise loses his, her or its rights to appraisal with respect to such Share held by such holder shares of Company Stock under Section 262 of the DGCL and Chapter 13 of the CCC shall thereupon be deemed to have been converted into into, and to have become exchangeable forexchangeable, as of the Effective Time, for the right to receivereceive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the Per Common Share Amount manner provided in accordance with Section 2.9(a2.2(b), of the Certificate or Certificates that formerly evidenced such shares of Company Stock, and such Share shares of Company Stock shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights cease to be paid the “fair value” of Company Dissenting Shares, as provided in Section 92A.320 ” for purposes of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandsthis Agreement.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand, and who properly demands, appraisal of such shares of Common Stock pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the such Section, “Dissenting Section 262”; such shares, “Appraisal Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 4.1(a), but instead rather the holders of Appraisal Shares shall be entitled only to receive payment of the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, provided that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into 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 (but without any interest thereon, the Per Common Share Amount ) as provided in accordance with Section 2.9(a4.1(a), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent notify AFI as promptly as practicable of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSshares, and Parent AFI shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentAFI, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing, except to the extent it is expressly required to do so by a court order.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder holders of such Company Shares who has not voted in favor of the Merger or consented are entitled to demand and who properly exercise appraisal rights with respect thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 accordance with Section 262 of the NRS DGCL (the “Dissenting Shares”) shall not be converted into or represent exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to Merger Consideration, and holders of such Dissenting Shares as shall will be determined pursuant entitled only to the NRS; provided, however, that if right to receive payment of the appraised value of such holder shall have failed Company Shares in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or shall have effectively withdrawn withdraw or otherwise lost such holder’s right lose their rights to appraisal and payment under the NRSDGCL. If, each such Share held by after the Effective Time, any such holder shall fails to perfect or otherwise waives, withdraws or loses such rights, such Company Shares will thereupon 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 receive, receive the Merger Consideration without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), thereon and such Share shall no longer be a Dissenting Sharesubject to any withholding of Taxes. The Company shall give Parent (a) prompt written notice to Parent of any written demands demand for appraisal pursuant to the DGCL received by the Company for appraisals of any Shares prior to the Offer Acceptance Time and the Effective Time, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided Shares and (b) the opportunity to participate in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to such demandsdemands for appraisal. The Prior to the Effective Time, the Company shall notnot make any payment, except with the prior written consent of Parentsettle or offer to settle, voluntarily make or or, in each case, agree to make do any payment of the foregoing, with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandsdemand without Parent’s prior written consent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has shall not have voted in favor of the Merger or Merger, consented thereto in writing or otherwise contractually waived their dissenters’ rights and who shall have properly demanded and perfected appraisal dissenters’ rights under Sections 92A.300 through 92A.500 for such shares in accordance with Section 262 of the NRS DGCL (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but Merger Consideration. At the Effective Time, holders of Dissenting Shares shall cease to have any rights with respect thereto and instead shall only be entitled to receive such payment from the Surviving Corporation with respect to such rights provided under Section 262 of the DGCL. All Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost their rights under such holder’s right to appraisal and payment under Section 262 of the NRS, each such Share held by such holder DGCL shall thereupon be deemed to have been converted into and to have become exchangeable forfor the right to receive the applicable portion of the Merger Consideration provided for in Section 2.5(a) (subject to the same rights, contributions and obligations applicable to other shares of Company Common Stock of the same class and series that are not Dissenting Shares), as of the Effective Time, the right to receive, without any interest thereon, upon delivery of a Letter of Transmittal and surrender of the Per Common Share Amount Certificate or Certificates that formerly evidenced such Dissenting Shares in accordance with the manner provided in Section 2.9(a), and such Share shall no longer be a Dissenting Share2.9. The Company shall give (x) serve prompt written notice to Parent Buyer of any written demands received by under such Section 262 of the Company for appraisals of any Shares DGCL and attempted withdrawals of such notices or demands and any other instruments served pursuant (y) give Buyer the opportunity to Section 92A.440 of the NRS participate in and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations negotiations, petitions and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentBuyer, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and Each Share outstanding immediately prior to the Effective Time and that are held of record or beneficially by a holder person who has not voted in favor of the Merger or consented thereto in writing approval and adoption of this Agreement and who shall have is entitled to demand and properly demanded and perfected exercises appraisal rights under Sections 92A.300 through 92A.500 with respect to such Shares pursuant to, and who complies in all respects with, Section 262 of the NRS (the “Dissenting Shares”) DGCL, shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration for such Shares but instead shall be entitled to receive payment of the fair value of such payment from Shares in accordance with Section 262 of the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSDGCL; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to dissent under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s right to appraisal 's Shares shall cease and payment under the NRS, each such Share held by such holder Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, the Merger Consideration, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give foregoing summary of Section 262 of the DGCL does not purport to be complete and is qualified in its entirety by reference to Section 262 of the DGCL. Failure to follow the steps that Section 262 of the DGCL requires for perfecting appraisal rights may result in the loss of those rights. Exa will provide prompt notice to Parent of any written demands received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and applicable law that are received by the Company relating Exa for appraisal rights with respect to rights to be paid the “fair value” of Dissenting any Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Company Prior to the Effective Time, Exa shall not, except with without the prior written consent of ParentPurchaser, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or compromise or offer to settle or settle any demands or approve any withdrawal of compromise, any such demandsdemand, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Company Common Shares or Company Preferred Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has have not been voted in favor for adoption of the Merger or consented thereto in writing and who shall with respect to which appraisal rights have been properly demanded and perfected appraisal rights under in accordance with Sections 92A.300 through 92A.500 1300 to 1313 of the NRS CGCL (the “Dissenting Shares”) shall not be converted into the right to receive any portion of the Merger Consideration at or after the Effective Time, and holders of such Dissenting Shares shall be entitled to receive such consideration as may be determined to be due to any such holders of Dissenting Shares pursuant to Sections 1300 to 1313 of the CGCL; provided, however, that, if any such holder withdraws his, her or its demand for appraisal rights or becomes ineligible for appraisal rights, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the applicable Per Common Share Amount but instead shall be Merger Consideration in accordance with Sections 2.13 and 2.14. Each holder of Dissenting Shares who pursuant to the provisions of Sections 1300-1313 of the CGCL becomes entitled to payment thereunder for such shares, shall receive such payment from therefore in accordance with Sections 1300-1313 of the Surviving Corporation with respect to CGCL (but only after the value of such Dissenting Shares as shall be have been agreed upon or finally determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as applicable provisions of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(aCGCL), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Company Common Shares and attempted or Company Preferred Shares, any withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating that relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSany such demand for, and Parent shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Before the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Catellus Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder holders who has have not voted in favor of the approval of this Agreement and the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of for such Catellus Common Shares in accordance with the NRS DGCL (the “Dissenting Shares”“) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration in accordance with Section 1.6, but instead shall be entitled represent and become the right to receive such payment from the Surviving Corporation with respect to such Dissenting Shares consideration as shall may be determined to be due such holders pursuant to the NRS; providedLaws of the State of Delaware, however, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or otherwise lost loses such holder’s right to appraisal and payment under the NRSDGCL. If, each such Share held by after the Effective Time, any such holder fails to perfect or withdraws or otherwise loses its right to appraisal, such holder’s Catellus Common Shares shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receive, upon surrender as provided above, the Cash Consideration, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a)interest, and such Share Catellus Common Shares shall no longer be a Dissenting ShareShares. The Company Catellus shall give ProLogis prompt notice to Parent of any written demands received by the Company Catellus for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Catellus Common Shares, as provided in Section 92A.320 of the NRS, and Parent ProLogis shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Company shall not, except Except with the prior written consent of ParentProLogis or as may otherwise be required by applicable Law, voluntarily make or agree to Catellus shall not make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing such Appraisal Shares pursuant to, and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) complies in all respects with, Section 262 shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 2.2(a), but instead rather any holder of Appraisal Shares shall be entitled to receive be paid the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.2(a), and such Share shall no longer be a Dissenting Share. The Company shall give provide prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily make conditioned or agree to delayed), make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued shares of Home Bistro Common Stock and Home Bistro Preferred Stock outstanding immediately prior to the Effective Time and that are held by a holder stockholder who has not voted in favor of the Merger or consented thereto in writing and who shall have has properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of for such shares in accordance with the NRS (the “Dissenting Shares”) DGCL, shall not be converted into or represent the a right to receive the applicable Per shares of Company Common Share Amount but Stock and instead shall be entitled to receive payment of the appraised value of such payment from shares of Home Bistro Common Stock and Home Bistro Preferred Stock held by them in accordance with the Surviving Corporation with respect DGCL unless such stockholder fails to effectively perfect or withdraws or otherwise loses such Dissenting Shares as shall be determined pursuant stockholder’s right to appraisal. If, after the NRS; provided, however, that if Effective Time such holder shall have failed stockholder fails to perfect or shall have effectively withdrawn withdraws or otherwise lost loses such holderstockholder’s right to appraisal and payment under the NRSappraisal, each such Share held by such holder shares of Home Bistro Common Stock or Home Bistro Preferred Stock shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and receive such Share shall no longer be a Dissenting Shareconsideration. The Company Home Bistro shall give the Company prompt notice to Parent of any written demands received by Home Bistro for appraisal of shares of Home Bistro Common Stock. Home Bistro shall not settle, make any payments with respect to, or offer to settle, any claim with respect to dissenting shares without the consent of the Company. Home Bistro shall give Company for appraisals prompt written notice of any Shares and attempted demands by dissenting stockholders received by Home Bistro, withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS on Home Bistro and any material correspondence received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided Home Bistro in Section 92A.320 of the NRSconnection with such demands, and Parent Company shall have the right to direct all negotiations and proceedings with respect to such demands; provided that Home Bistro shall have the right to participate in such negotiations and proceedings. The Company Home Bistro shall not, except with the Company’s prior written consent of Parentconsent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle settle, any demands such demands, or approve any withdrawal of any such demandsdemands or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Stock and Fund Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders owning Company Stock or Fund Stock, as applicable, who has have not voted in favor of the Merger or Merger, consented thereto in writing or otherwise contractually waived their rights to appraisal and who shall have properly duly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 complied with all of the NRS relevant provisions of Section 262 of the DGCL with respect to appraisal (the “Dissenting Shareholders” and the shares of Company Stock or Fund Stock, as applicable, held by such Dissenting Shareholders, the “Dissenting Shares”) shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation Merger Price with respect to each such Dissenting Shares as shall be determined pursuant to the NRS; providedShare, however, that if unless and until such holder stockholders shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right their rights to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as DGCL. Each of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), Company and such Share Fund shall no longer be a Dissenting Share. The Company shall (i) give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Company Stock or Fund Stock, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to stockholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) cooperate in the right to direct conduct of all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Neither the Company shall notnor Fund shall, except with the prior written consent of Parentthe other party hereto, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, then as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Price with respect to each such Dissenting Share in accordance with Section 2.5.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Catellus Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder holders who has have not voted in favor of the approval of this Agreement and the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of for such Catellus Common Shares in accordance with the NRS DGCL (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration in accordance with Section 1.6, but instead shall be entitled represent and become the right to receive such payment from the Surviving Corporation with respect to such Dissenting Shares consideration as shall may be determined to be due such holders pursuant to the NRS; providedLaws of the State of Delaware, however, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or otherwise lost loses such holder’s right to appraisal and payment under the NRSDGCL. If, each such Share held by after the Effective Time, any such holder fails to perfect or withdraws or otherwise loses its right to appraisal, such holder’s Catellus Common Shares shall thereupon be deemed to have treated as if they had been converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receive, upon surrender as provided above, the Cash Consideration, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a)interest, and such Share Catellus Common Shares shall no longer be a Dissenting ShareShares. The Company Catellus shall give ProLogis prompt notice to Parent of any written demands received by the Company Catellus for appraisals appraisal of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Catellus Common Shares, as provided in Section 92A.320 of the NRS, and Parent ProLogis shall have the right to direct participate in all negotiations and proceedings with respect to such demands. The Company shall not, except Except with the prior written consent of ParentProLogis or as may otherwise be required by applicable Law, voluntarily make or agree to Catellus shall not make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder shareholders who has did not voted vote in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 comply with all of the NRS relevant provisions of Section 33-861 of the CBCA (the “"Dissenting Shares”Shareholders") shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from Merger Consideration (the Surviving Corporation with respect to such "Dissenting Shares as shall be determined pursuant to Shares"), unless and until the NRS; provided, however, that if such holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or otherwise lost their rights to appraisal under the CBCA. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal and payment under the NRS, each such Share held by such holder 's Shares shall thereupon be deemed to have been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive, Merger Consideration for each Share without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give the Parent (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS CBCA and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the CBCA; provided, however, the Company shall have the right to participate in any such demandsnegotiations and proceedings. The Company shall not, except with the prior written consent of the Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to receive the Merger Consideration pursuant to Section 27(b).

Appraisal Rights. Notwithstanding anything Holders of shares of Common Stock who have complied with all requirements for demanding and perfecting appraisal rights as set forth in this Agreement Section 262 of the DGCL ("Dissenting Shareholders") are entitled to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are their rights under such laws. Each share of Common Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) Shareholders shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead Merger Consideration. Dissenting Shareholders shall be entitled to receive payment of the appraised value of such payment from shares held by them in accordance with the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to provisions of Section 262 of the NRS; providedDGCL. Each share of Common Stock, however, that if such holder held by holders who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost such holder’s right their rights to appraisal and payment of such shares under the NRS, each such Share held by such holder Section 262 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 applicable Merger Consideration, without any interest thereon, upon surrender, in the Per Common Share Amount manner provided in accordance with Section 2.9(a)2.7, and of the certificate or certificates that formerly evidenced such Share shall no longer be a Dissenting Shareshares. The Company shall give Parent prompt written notice to Parent of any written demands assertions of appraisal rights or withdrawals of assertions of appraisal rights, and any other instrument in respect thereof received by the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right opportunity to direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, except Except with the prior written consent of Parent, voluntarily make or agree to the Company shall not make any payment with respect to any demands for appraisals of Sharesto, or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemands for appraisal rights. The Company acknowledges and agrees that holders of shares of Preferred Stock are not entitled to vote on the Merger or the other transactions contemplated by EXECUTION VERSION this Agreement and are not entitled to exercise appraisal rights under the DGCL in respect of the shares of Preferred Stock held by such holders.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing stockholders that are entitled to demand and who shall have properly demanded appraisal of their Common Shares under the DGCL and perfected appraisal rights under Sections 92A.300 through 92A.500 have complied in all respects with the requirements of the NRS (the “Dissenting Shares”) shall not be converted into or represent DGCL concerning the right of a stockholder of the Company to receive the applicable Per demand appraisal of such Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable forthat, as of the Effective Time, the have not effectively withdrawn or lost such right to receiveappraisal (the "Dissenting Shares") will not be converted into or represent a right to receive the Merger Consideration, without any interest thereon, but the Per Common Share Amount holders of such Dissenting Shares will be entitled only to such rights as are provided under Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL will receive payment for such Dissenting Shares from the Surviving Corporation in accordance with Section 2.9(a)the DGCL; provided, and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice however, that to Parent the extent that any holder or holders of any written demands received by Common Shares have failed to establish the Company for appraisals of any Shares and attempted withdrawals of such demands and any other instruments served pursuant entitlement to Section 92A.440 of the NRS and received by the Company relating to appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 262 of the NRSDGCL, and Parent shall have such holder or holders (as the case may be) will forfeit the right to direct all negotiations appraisal of such Common Shares and proceedings with respect each such Common Share will thereupon be deemed to such demands. The Company shall nothave been converted, except with as of the prior written consent Effective Time, into and represent the right to receive payment from the Surviving Corporation of Parentthe Merger Consideration, voluntarily make or agree to make any payment with respect to any demands for appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demandswithout interest.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted is entitled to demand and who properly demands appraisal of such Appraisal Shares pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive Merger Consideration as provided in Section 2.2(a), but rather the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive be paid the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been cancelled and converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receivereceive the Merger Consideration as provided in Section 2.2(a), without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Shareinterest. The Company shall give provide prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares shares of Company Common Stock and attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSdemands, and Parent shall have the right to direct participate in and control all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any person who has not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing such Appraisal Shares pursuant to, and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) complies in all respects with, Section 262 shall not be converted into or represent the right to receive Merger Consideration as provided in Section 2.2(a), but rather the applicable Per Common Share Amount but instead holders of Appraisal Shares shall be entitled to receive be paid the fair value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.2(a), and such Share shall no longer be a Dissenting Share. The Company shall give provide prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Stock (collectively, the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders of the Company who has have not voted consented in the Written Consent (as defined in Section 7.1(a)) in favor of the Merger or consented thereto in writing adoption and approval of this Agreement and who shall have demanded properly demanded and perfected in writing appraisal rights under Sections 92A.300 through 92A.500 for such shares in accordance with Section 262 of the NRS DGCL (the “Dissenting Shares”"Appraisal Rights Provisions") shall will not be converted into or represent as described in Section 2.1, but will thereafter constitute only the right to receive payment of the applicable Per Common Share Amount but instead shall be entitled to receive fair value of such payment from shares of Company Stock in accordance with the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to the NRSAppraisal Rights Provisions; provided, however, that if such holder all shares of Company Stock held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost such holder’s right their rights to appraisal and payment of such shares of Company Stock under the NRS, each such Share held by such holder Appraisal Rights Provisions shall thereupon be deemed to have been converted into canceled and retired and to have become exchangeable forbeen converted, as of the Effective Time, into the right to receivereceive the applicable Merger Consideration, without any interest thereoninterest, in the Per Common Share Amount manner provided in accordance Section 2.1. Persons who have perfected statutory rights with Section 2.9(a), respect to Dissenting Shares as aforesaid will not be paid by the Surviving Corporation as provided in this Agreement and will have only such Share shall no longer be a rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting ShareShares. The Company shall give Parent and MergerCo prompt notice to Parent of any written demands received by the Company for appraisals the exercise of any Shares and attempted appraisal rights with respect to shares of Company Stock, withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right opportunity to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued to the extent provided by the DGCL, Parent will not make any payment of Merger Consideration with respect to Company Common Stock held by any person (a "Dissenting Stockholder") who elects to demand appraisal of his shares and outstanding immediately prior ---------------------- duly and timely complies with all the provisions of the DGCL concerning the right of holders of Company Common Stock to require appraisal of their shares ("Dissenting Shares"), but such Dissenting Stockholders shall have the right to ----------------- receive such consideration as may be determined to be due such Dissenting Stockholders pursuant to the laws of the State of Delaware. If, after the Effective Time, a Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his shares will be deemed to be converted as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined Merger Consideration pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a2.1(c), and such Share shall no longer be a Dissenting Share. The Company shall will give Parent (i) prompt notice to Parent of any written demands for appraisal of Dissenting Shares received by the Company for appraisals of any Shares and attempted withdrawals of such demands (ii) the opportunity to participate in and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, and Parent shall have the right to direct all negotiations and proceedings with respect to any such demands. The Company shall will not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to, or enter into any negotiations or discussions or a binding settlement agreement or make an offer, written or oral, to any demands for appraisals of Sharessettle, offer to settle or settle any demands or approve any withdrawal of any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by a holder shareholders who has did not voted vote in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 comply with all the relevant provisions of Section 262 of the NRS DGCL (the “"Dissenting Shares”Shareholders") shall not be converted into or represent be exchangeable for the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from Merger Consideration (the Surviving Corporation with respect to such "Dissenting Shares as shall be determined pursuant to Shares"), unless and until the NRS; provided, however, that if such holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or otherwise lost their rights to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal and payment under the NRS, each such Share held by such holder 's Shares shall thereupon be deemed to have been converted into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive, Merger Consideration for each Share without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give the Bidder (i) prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 92A.440 of the NRS DGCL and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSappraisal, and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL; PROVIDED, HOWEVER, the Company shall have the right to participate in any such demandsnegotiations and proceedings. The Company shall not, except with the prior written consent of Parentthe Bidder, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares had been converted into the right to receive the Standard Election Consideration pursuant to Section 2.1(b).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder No Person who has not voted in favor perfected a demand for appraisal rights pursuant to Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead DGCL shall be entitled to receive such payment from the Surviving Corporation Per Share Merger Consideration with respect to the Shares owned by such Dissenting Shares as shall be determined pursuant to the NRS; provided, however, that if Person unless and until such holder shall have failed to perfect or Person shall have effectively withdrawn or otherwise lost such holderPerson’s right to appraisal and payment under the NRS, each such Share held 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 holder Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Shares. If any Dissenting Stockholder shall have effectively withdrawn or otherwise lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and shall thereupon be deemed to have been converted into and to have become exchangeable forconverted, as of at the Effective Time, into the right to receive, without any interest thereon, receive the aggregate Per Common Share Amount in accordance Merger Consideration with Section 2.9(a), and respect to such Share shall no longer be a Dissenting ShareShares pursuant to this Article IV. The Company shall give Parent (i) prompt notice to Parent and copies of any written demands received by the Company for appraisals of any Shares and appraisal, withdrawals or attempted withdrawals of such demands demands, and any other instruments served pursuant to Section 92A.440 of the NRS and applicable Law that are received by the Company relating to rights to be paid the “fair value” Company’s stockholders’ demands of Dissenting Shares, as provided in Section 92A.320 of appraisal and (ii) the NRS, and Parent shall have the right opportunity to direct all negotiations and proceedings Proceedings with respect to such demandsany demand for appraisal under the DGCL, including any determination to make any payment 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 appraisal Proceedings. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesappraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and that are held by a holder who is entitled to demand and has not voted properly demanded appraisal for such Company Common Stock in favor accordance with, and who complies in all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (such shares, the “Dissenting Shares”) shall not be converted into or the right to receive the Merger Consideration, and shall instead represent the right to receive payment of the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Surviving Corporation with respect consideration due to such Dissenting Shares as shall be determined pursuant in accordance with and to the NRS; provided, however, that if extent provided by Section 262 of the DGCL. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or otherwise lost such holder’s loses his right to appraisal and payment under Section 262 of the NRSDGCL or other Applicable Law, each such Share held by then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into and to have become exchangeable forconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receivereceive the Merger Consideration, without interest and subject to any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Sharewithholding of Taxes required by Applicable Law. The Company shall give Parent prompt notice to Parent of any written demands received by the Company for appraisals appraisal of Company Common Stock or any Shares and threats thereof, any actual or attempted withdrawals of such demands and any other demands, notices or instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 92A.320 of and the NRS, and Parent shall have the right to direct participate in and to control all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or compromise or offer to settle or settle compromise, any demands such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in favor all respects with, Section 262 of the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS DGCL (the “Dissenting SharesSection 262”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount Merger Consideration as provided in Section 2.01(c), but instead rather the holders of Appraisal Shares shall be entitled to receive payment of the fair market value of such payment from the Surviving Corporation Appraisal Shares in accordance with respect to such Dissenting Shares as shall be determined pursuant to the NRSSection 262; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or otherwise lost lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s right to appraisal Appraisal Shares shall cease and payment under the NRS, each such Share held by such holder Appraisal Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive, without any interest thereon, the Per Common Share Amount Merger Consideration as provided in accordance with Section 2.9(a2.01(c), and such Share shall no longer be a Dissenting Share. The Company shall give prompt notice to Parent of any written demands received by the Company for appraisals appraisal of any Shares and attempted withdrawals shares of such demands and Company Common Stock or Knowledge of any other instruments served pursuant intent to Section 92A.440 demand appraisal of the NRS and received by the any shares of Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRSCommon Stock, and following the Effective Time, Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Sharesto, or settle or offer to settle or settle any demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued and each outstanding immediately prior to the Effective Time and that are share of Company Common Stock held by a holder exercising appraisal rights ("APPRAISAL RIGHTS") with respect to such shares pursuant to Section 262 of the DGCL, who has not voted in favor of the Merger effectively withdrawn or consented thereto in writing and who shall have properly demanded and perfected appraisal lost such rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Shares”) a "DISSENTING SHARE"), shall not be converted into or represent the a right to receive the applicable Per Common Share Amount Merger Consideration pursuant to this Article 2, but instead the holder thereof shall be entitled to receive such payment from the Surviving Corporation with respect only to such rights as are granted by Section 262 of the DGCL; PROVIDED, HOWEVER, that each Dissenting Shares as shall be determined Share held by a person at the Effective Time who shall, after the Effective Time, effectively lose such Appraisal Rights or effectively withdraw such demand for appraisal or payment of fair market value pursuant to the NRS; providedDGCL, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable forbe converted, as of the Effective Time, into the right to receive, without any interest thereon, receive the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting ShareMerger Consideration pursuant to this Article 2. The Company shall give Parent (i) prompt notice to Parent and copies of any written all notices of dissent, demands received by the Company for appraisals appraisal or payment of any Shares and attempted fair market value, withdrawals of such demands for appraisal or payment of fair market value, and any other instruments served pursuant to Section 92A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” exercise of Dissenting Shares, as provided in Section 92A.320 of Appraisal Rights received by the NRS, Company and Parent shall have (ii) the right opportunity to direct all negotiations and proceedings with respect to such demandsthereto under the DGCL. The Company shall not, except with the prior written consent of Parent, will not voluntarily make or agree to make any payment with respect to any demands for appraisals appraisal or payment of Shares, fair market value or settle or offer to settle or settle any demands or approve any withdrawal of any such demands.