Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"), shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and until no longer outstanding, shall cease to exist and shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) prompt notice to Parent and Purchaser of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Dissenting Shares, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , approve any withdrawal of any such demands or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing a holder who is entitled to demand and who has properly delivered a written notice of demand for demands appraisal of such Target Shares shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in accordance with all respects with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger Delaware Law (the "Dissenting Target Shares"“Appraisal Rights”), shall not be converted into the right to receive Parent Shares the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless and until such Target Shareholder holder fails to perfect or effectively perfect, withdraws or otherwise loses its such holder’s right to appraisal such payment or appraisal. From and payment under Section 92A.380 after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the NGCLvoting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Target Shareholder fails Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been have converted as of the Effective Time into the right to receive the Parent Shares Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to which such Target Shareholder is entitled, without interest Section 1.6(g) and any dividends or dividends thereonother distributions pursuant to Section 1.7(d). The Company shall give Parent: (i) prompt notice to Parent of any notice or demands received by the Company for appraisal or payment for Target Shares of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the Company, and (ii) Parent shall have the opportunity right to participate in an direct control all negotiations and proceedings with respect to any such demands or noticesdemands. The Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, Parent voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid demands or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly do or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made commit to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and that are held by an Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has are entitled to demand and who have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), shall ”) will not be converted into the right to receive Parent the Merger Consideration, but instead holders of such Dissenting Shares will be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall will thereupon be treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, Corporation shall be canceled after remain liable for payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCLMerger Consideration for such Shares. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided by in Section 92A.380 262 of the NGCL or DGCL and as otherwise provided in this Section 1.3the previous sentence. The Company will give Parent (i) prompt notice of any demands received by the Company for appraisals of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle, or offer to agree to settle, any such demands.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior if required by the DGCL (but only to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"extent required thereby), shall Dissenting Shares will not be converted into the right to receive Parent the Merger Consideration, but instead, at the Effective Time, will be converted into the right to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL unless and until any such Target Shareholder holder of Dissenting Shares (a “Dissenting Stockholder”) fails to perfect or effectively withdraws withdraws, waives or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL (it being understood that at the Effective Time such Dissenting Shares shall no longer be outstanding). If, Whether before or after the Effective Time, if any such Target Shareholder fails Person who otherwise would be deemed a Dissenting Stockholder with respect to any shares of Company Common Stock or Company Preferred Stock shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such Person’s right to appraisalappraisal of such shares of Company Common Stock or Company Preferred Stock, as applicable, held by such holder under Section 262 of the DGCL, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall no longer be deemed Dissenting Target Shares Shares. Instead, such shares of Company Common Stock and Company Preferred Stock shall thereupon be treated as if though they had been converted as of the Effective Time into the right to receive the Merger Consideration for such shares of Company Common Stock or Company Preferred Stock, as applicable, subject to the terms of this Agreement. The Company or the Surviving Corporation shall, and the Parent Shares shall cause it to, promptly consent to which any request by a Person to withdraw such Target Shareholder is entitled, without interest Person’s dissent at any time in whole or dividends thereonin part. The Company shall give Parent: (i) deliver prompt notice to the Parent of any notice or demands for appraisal or payment for Target Shares appraisal, withdrawals of such demands and any related instruments served pursuant to the DGCL and, in each case, received by the CompanyCompany prior to the Effective Time. From and after the Effective Time, the Parent and (ii) the opportunity Surviving Corporation shall have the right to participate in an and direct all negotiations and proceedings with respect to any to, and shall be fully responsible for, such demands or noticesdemands. The Company shall not, without and shall not agree to, except with the prior written consent of Parent, make any payment with respect to, to any demands for appraisal or settle, offer to settle or otherwise negotiate, compromise rights with respect to any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and shares of Common Stock or Preferred Stock outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who has not voted in favor of the Merger or consented thereto in writing (a "Dissenting Stockholder") and who has properly timely delivered a written notice of demand for appraisal of such Target Shares shares in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "Dissenting Target Shares"), if any, shall not be converted into the right to receive Parent Shares the Merger Consideration, unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its his right to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, If any such Target Shareholder fails person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdraws withdrawn or loses its lost the right to appraisaldissent with respect to any Common Stock or Preferred Stock, such Dissenting Target Shares shares of Common Stock or Preferred Stock shall thereupon be treated as if they though such shares had been converted as of the Effective Time into the right to receive the Parent Shares Merger Consideration with respect to which such Target Shareholder is entitled, without interest or dividends thereonCommon Stock and Preferred Stock as provided in this Article 1. The Company ARO shall give Parent: BDCO (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares appraisal, attempted withdrawals of such demands and any other instruments served pursuant to applicable law received by the Company, ARO relating to stockholders' rights of appraisal and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemand for appraisal under the DGCL. The Company ARO shall not, without except with the prior written consent of ParentBDCO, voluntarily make any payment with respect to, or settleto any demands for appraisals of Dissenting Shares, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target Shares if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the First Effective Time (other than the Cancelled Shares) and that are held by an Target Shareholder that has holders of such shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for DGCL with respect to any such Target Shares in the Merger shares held by any such holder (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration or the Preferred Merger Consideration, as applicable, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the First Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right to appraisalsuch rights, such Dissenting Target Shares shall thereupon thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted as of into, at the First Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration or the Preferred Merger Consideration, as applicable, without any interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings accordance with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL2.1(a). At the First Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided by in Section 92A.380 262 of the NGCL or DGCL and as otherwise provided in this the previous sentence. The Company shall give Parent (i) prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock or Company Preferred Stock under Section 1.3262 of the DGCL and (ii) the opportunity to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to any such demands for appraisal or settle, offer to settle or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and until no longer outstanding, shall cease to exist and shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) prompt notice to Parent and Purchaser of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Dissenting Shares, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to demand appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until Merger Consideration, but shall, by virtue of the Merger, be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to which such Target Shareholder is entitledbe Dissenting Shares. Within ten days after the Effective Time, without interest or dividends thereonthe Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent: (i) prompt written notice to Parent of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Shares, and (ii) Parent shall have the opportunity right to participate in an in, and direct all negotiations and proceedings Legal Proceedings with respect to any such demands or noticesdemands. 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 the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target The Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"), shall not be converted into the right to receive Parent Shares the Merger Consideration or be entitled to cash in lieu of fractional shares of Anthem Common Stock or any dividends or other distributions pursuant to this Article I unless and until such Target Shareholder fails the holder thereof shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment of such shares of Cigna Common Stock held by such holder under Section 92A.380 262 of the NGCLDGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Cigna Common Stock owned by such Dissenting Stockholder. If, after the Effective Time, If any such Target Shareholder fails Person (as defined in Section 8.13) who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdraws withdrawn or loses its lost the right to appraisaldissent with respect to any shares of Cigna Common Stock, such Dissenting Target Shares shares of Cigna Common Stock shall thereupon be treated as if they though such shares of Cigna Common Stock had been converted as of the Effective Time into the right to receive the Parent Shares Merger Consideration pursuant to which such Target Shareholder is entitled, without interest or dividends thereonSection 1.8. The Company Cigna shall give Parent: Anthem (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares appraisal, attempted withdrawals of such demands and any other instruments served pursuant to applicable law received by the Company, Cigna relating to stockholders’ rights of appraisal and (ii) the opportunity to jointly participate in an and jointly direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Company Cigna shall not, without except with the prior written consent of ParentAnthem, make any payment with respect to, or settleto any demands for appraisals of Dissenting Shares, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and each share of the Company Common Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who is entitled to demand and has not voted in favor properly demanded appraisal for such shares of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares Company Common Stock in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into or be exchangeable for the right to receive Parent Shares a portion of the Merger Consideration unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its such holder’s right to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its such holder’s right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares portion of the Merger Consideration, if any, to which such Target Shareholder holder is entitledentitled pursuant to Section 3.1(a), without interest or dividends thereoninterest. The Company shall give Parent: Parent (ia) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time, attempted written withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights to appraisal with respect to the Merger and (iib) the opportunity to participate in an direct all negotiations and proceedings with respect to any exercise of such demands or noticesappraisal rights under the DGCL. The Company shall not, without except with the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect to, or settleto any demands for payment of fair value for capital stock of the Company, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) and that are held by an Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing (and who has have certified thereto to the Company) and who have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 92A.420 262 of the NGCLDGCL, if Section 92A.380 of the NGCL provides and who have not withdrawn their request for appraisal rights for such Target Shares in the Merger (the "“Dissenting Target Shares"), shall ”) will not be converted into the right to receive Parent the consideration payable pursuant to Section 2.1(a), and holders of such Dissenting Shares will be entitled instead to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall will thereupon be treated as if they had been converted as of into and had become exchangeable for, at the Effective Time into Time, the right to receive the Parent Shares consideration payable pursuant to which such Target Shareholder is entitledSection 2.1(a), without any interest or dividends thereon, the Surviving Corporation shall remain liable for payment of the consideration payable pursuant to Section 2.1(a), and shall promptly pay such consideration to the Paying Agent for payment to the holders thereof pursuant to Section 2.2(b). At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall will give Parent: Parent (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, Company for appraisals of Shares and (ii) the opportunity to participate in an direct control all negotiations and proceedings with respect to any such demands or noticesnotices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, to any demands for appraisal or settle, compromise, offer to settle or compromise, or otherwise negotiate, negotiate any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision Holders of this Agreement Company Common Stock may dissent from the Merger and exercise their appraisal rights pursuant to and subject to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor provisions of Sections 31D-13-1301 et seq. of the WVBCA. Each outstanding share of Company Common Stock, the holder of which has demanded and perfected such holder’s right to dissent from the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal to be paid the fair value of such Target Shares shares in accordance with Section 92A.420 Sections 31D-13-1301 et seq. of the NGCLWVBCA and, if Section 92A.380 as of the NGCL provides for appraisal Effective Time, has not effectively withdrawn or lost such dissenters’ rights for such Target Shares in the Merger (the "“Dissenting Target Shares"”), shall not be converted into the or represent a right to receive Parent Shares unless the Merger Consideration pursuant to Section 2.5, but the holder thereof shall be entitled only to such rights as are granted by the WVBCA; provided, however, that if any holder of Company Common Stock demands dissenters’ rights with respect to such shares under the WVBCA and until such Target Shareholder fails to perfect or subsequently effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails (through failure to perfect or effectively withdraws or loses otherwise) its right to appraisaldissenters’ rights, such Dissenting Target Shares shall thereupon be treated as if they had been converted then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Company Common Stock will automatically be converted into and represent only the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration as provided in Section 2.5, without interest or dividends thereon, upon surrender of the certificate(s) formerly representing such shares. After the Effective Time, Parent shall cause the Company to make all payments to holders of Dissenting Shares with respect to such demands in accordance with the WVBCA. The Company shall give Parent: (i) prompt written notice of any notice or demands of intent to demand fair value for appraisal or payment for Target Shares any shares of Company Common Stock, withdrawals of such notices, and any other instruments served pursuant to the WVBCA and received by the Company, ; and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor fair value for shares of Company Common Stock under the WVBCA. The Company shall not, without the except with prior written consent of Parent, voluntarily make any payment with respect to, to any demands for fair value for shares of Company Common Stock or settle, offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision If, pursuant to the terms of NRS 92A.300 through 92A.500, holders of Shares are entitled to dissenter’s rights, then notwithstanding anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that any holder who has not voted in favor of the Merger or consented thereto in writing and who has shall have properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCLdemanded and perfected dissenter’s rights under NRS 92A.300 through 92A.500, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger inclusive (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration but instead shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares unless and until as shall be determined pursuant to the NRS; provided, however, that if such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its otherwise lost such holder’s right to appraisal dissent and demand payment of fair value under Section 92A.380 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 NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitledreceive, without any interest or dividends thereon, the Merger Consideration in accordance with Section 2.1(a)(i), and such Share shall no longer be a Dissenting Share. The Company shall give Parent: (i) prompt notice to Parent of any notice or written demands received by the Company for appraisal or payment for Target of the fair value (as defined in NRS 92A.320) in respect of any Shares and attempted withdrawals of such demands and any other instruments served pursuant to NRS 92A.440 and received by the Company, and (ii) Parent shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to, or settleto any demands for appraisals of Shares, offer to settle or otherwise negotiate, settle any demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares in the event appraisal rights are available under Section 262 of the DGCL in connection with the Merger, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has holders who have not voted in favor of or consented to the Merger or consented thereto in writing and who has are entitled to demand and have properly delivered a written notice of demand for appraisal demanded their rights to be paid the fair value of such Target Shares shares of Company Common Stock in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), ”) shall not be cancelled and converted into the right to receive Parent the Merger Consideration as provided in Section 2.01(c), and the holders of Dissenting Shares unless and until shall be entitled to only such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under rights as are granted by Section 92A.380 262 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or otherwise effectively waives, withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of into, and to have become exchangeable for, at the Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration as provided in Section 2.01(c), without any interest or dividends thereon. The Company shall give Parent: (i) prompt notice promptly notify Parent of any notice notices of intent, demands or demands for appraisal or payment for Target Shares other communications received by the CompanyCompany for appraisal of any shares of Company Common Stock and attempted withdrawals of such demands, and (ii) Parent shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal. The Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent or as otherwise required by an Order, make any payment with respect to, or settle, settle or compromise or offer to settle or otherwise negotiatecompromise, any such demands. Any amounts paid , or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares to the extent required by the OGCL, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder any shareholder who was a record holder of Company Common Stock as to which such shareholder seeks relief as of the date fixed for determination of shareholders entitled to notice of the Company Shareholders’ Meeting, and who files with the Company within ten (10) days after such vote at the Company Shareholders’ Meeting (the “Dissenters Determination Date”) a written demand to be paid the fair cash value for such shares of Company Common Stock that has have not been voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares proposal to adopt this Agreement at the Company Shareholders’ Meeting in accordance with Section 92A.420 Sections 1701.84 and 1701.85 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger OGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares the Merger Consideration as provided in Section 2.1(a), unless and until such Target Shareholder shareholder fails to perfect or effectively otherwise waives, withdraws or loses its right to appraisal and payment such shareholder’s rights as a dissenting shareholder, if any, under Section 92A.380 of the NGCLOGCL. If, after the Effective Time, If any such Target Shareholder shareholder (a “Dissenting Shareholder”) fails to perfect or effectively otherwise waives, withdraws or loses its right to appraisalany such rights as a Dissenting Shareholder, such Dissenting Target Shares that shareholder’s Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into only the right to receive at the Parent Shares to which such Target Shareholder is entitledEffective Time the Merger Consideration, without interest or dividends thereoninterest. Subject to the preceding sentence, from and after the Effective Time, each shareholder who has asserted rights as a Dissenting Shareholder as provided in Sections 1701.84 and 1701.85 of the OGCL shall be entitled only to such rights as are granted under those Sections of the OGCL. The Company shall give Parent: (ipromptly notify Parent of each shareholder who asserts rights as a Dissenting Shareholder following receipt of such shareholder’s written demand delivered as provided in Section 1701.85(A)(2) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyOGCL. Prior to the Effective Time, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect toor commit or agree to make any payment, or settle or commit or offer to settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders rights of a Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Shareholder asserted under Section 92A.380 1701.85 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3OGCL.

Dissenters’ Rights. Notwithstanding the provisions of Section 3.01 or any other provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has have not been voted in favor of the approval and adoption of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares with respect to which dissenters' rights shall have been demanded and perfected in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "Dissenting Target Shares"), ) and not withdrawn shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails to perfect cash at or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any but such Target Shareholder fails Shares shall become the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to the laws of the State of Delaware unless and until the holder of such Dissenting Shares withdraws his or her demand for such appraisal or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or effectively withdraws or loses its right to appraisalotherwise), such Dissenting Target Shares shall thereupon be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into and represent the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without interest or dividends thereoninterest, as provided in Section 3.01(a). The Company shall give Parent: the Parent (i) prompt notice of any notice or demands for appraisal or payment for Target of Shares received by the Company, Company and (ii) the opportunity to participate in an and direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding No Dissenting Stockholder shall be entitled to receive shares of Holdco Common Stock or cash or any provision dividends or other distributions pursuant to the provisions of this Agreement Article II unless and until the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the contraryWax Merger under the DGCL, and any Target Shares that Dissenting Stockholder shall be entitled only to such rights as are issued and outstanding immediately prior to the Effective Time and that are held granted by an Target Shareholder that has not voted in favor Section 262 of the Merger DGCL with respect to Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"), shall not be converted into have effectively withdrawn or lost the right to receive Parent Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment dissent under Section 92A.380 262 of the NGCL. If, after DGCL or if a court of competent jurisdiction shall finally determine that the Effective Time, Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalShares, such Dissenting Target Shares shall thereupon be treated as if they had been were No Election Shares and shall be converted into and be exchangeable for, as of the Wax Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledWax Merger Consideration in accordance with Section 2.02(b), without interest or dividends thereonand less any required Tax withholding, upon surrender of the Company Certificates representing such shares, as applicable, in accordance with this Agreement. The Company shall give Parent: Parent (i) prompt written notice of any notice or written demands for appraisal or payment for Target Shares appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the CompanyCompany relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settleto any demands for appraisal, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of RVI Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor any record holder who is entitled to demand and properly demands payment of the Merger or consented thereto in writing fair cash value of such shares pursuant to, and who has properly delivered a written notice complies in all respects with, the provisions of demand for appraisal of such Target Shares in accordance with Section 92A.420 Sections 1701.84 and 1701.85 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger OGCL (the "“RVI Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its the Merger Consideration, but instead at the Effective Time shall represent the right to appraisal and payment under Section 92A.380 of the NGCL. Iffair cash value of such shares in accordance with, after and to the extent of, the provisions of Sections 1701.84 and 1701.85 of the OGCL and at the Effective Time, all RVI Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist. Notwithstanding the foregoing, if any such Target Shareholder fails holder shall fail to perfect or effectively withdraws otherwise shall waive, withdraw or loses lose its rights as a dissenting shareholder under Section 1701.85 of the OGCL or other applicable Law, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 1701.85 of the OGCL, then the right of such holder to appraisalbe paid the fair cash value of such holder’s RVI Dissenting Shares under Section 1701.85 of the OGCL shall be terminated and cease and if such forfeiture shall occur following the Effective Time, each such RVI Dissenting Target Shares Share shall thereupon thereafter be treated as if they had deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledreceive, without interest or dividends thereon, the Merger Consideration (that, for the avoidance of doubt, will consist exclusively of DSW Class A Stock and any cash paid in respect of fractional shares in accordance with Section 2.4). The Company RVI shall give Parent: (i) deliver prompt notice to DSW of any notice or demands for appraisal or payment for Target Shares of the fair cash value of any shares of RVI Common Stock, any withdrawals of such demands and any other instruments served pursuant to the OGCL and received by RVI relating to rights to be paid the Companyfair cash value of RVI Dissenting Shares, and (ii) DSW shall have the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the OGCL. The Company Prior to the Effective Time, RVI shall not, without the prior written consent of ParentDSW, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid , or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has any Person who (i) is entitled to dissent from the Merger pursuant to Section 262 of the DGCL (the “Dissenters’ Rights Statute”), (ii) did not voted vote in favor of the Merger or consented consent thereto in writing and who has properly delivered a written notice of demand for appraisal of (iii) complies in all other respects with the Dissenters’ Rights Statute (such Target Shares in accordance with Section 92A.420 of the NGCLshares, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target “Dissent Shares"), ”) shall not be converted into a right to receive the Per Share Merger Consideration as provided in Section 2.1(c), but rather the holders of Dissent Shares shall be entitled to the right to receive Parent payment of the fair value of such Dissent Shares unless and until in accordance with the Dissenters’ Rights Statute; provided, however, that if any such Target Shareholder fails holder shall fail to perfect or effectively withdraws otherwise shall waive, withdraw or loses its lose the right to appraisal and receive payment under Section 92A.380 of the NGCL. Iffair value under the Dissenters’ Rights Statute, after then the Effective Time, any right of such Target Shareholder fails holder to perfect or effectively withdraws or loses its right to appraisal, be paid the fair value of such Dissenting Target holder’s Dissent Shares shall thereupon cease and such Dissent Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for, the right to receive the Parent Shares to which such Target Shareholder is entitledPer Share Merger Consideration, without interest or dividends thereoninterest, as provided in Section 2.1(c). The Company shall give Parent: (i) prompt notice to Parent of any notice or written demands for appraisal or payment for Target Shares and any other instruments served pursuant to the Dissenters’ Rights Statute received by the CompanyCompany relating to rights of appraisal under the Dissenters’ Rights Statute, and (ii) Parent shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding No Dissenting Stockholder shall be entitled to receive shares of Parent Common Shares or cash or any provision dividends or other distributions pursuant to the provisions of this Agreement Article II unless and until the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the contraryMerger under the DGCL, and any Target Shares that are issued and outstanding immediately prior Dissenting Stockholder shall be entitled to receive only the Effective Time and that are held payment provided by an Target Shareholder that has not voted in favor Section 262 of the Merger DGCL with respect to shares of Company Common Stock owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"), shall not be converted into have effectively withdrawn or lost the right to receive Parent Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment dissent under Section 92A.380 262 of the NGCL. If, after DGCL or if a court of competent jurisdiction shall finally determine that the Effective Time, Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalshares of Company Common Stock, such Dissenting Target Shares shares of Company Common Stock shall thereupon be treated as if they though such shares had been converted converted, as of the Effective Time Time, into the right to receive the Parent Shares to which such Target Shareholder is entitled, Merger Consideration without interest or dividends thereonand less any required Tax withholding. For purposes of Section 2.01(c), such shares of Company Common Stock shall be deemed Non-Election Shares and shall be entitled to receive the Mixed Consideration. The Company shall give Parent: Parent (i) prompt written notice of any notice or written demands for appraisal or payment for Target Shares appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the CompanyCompany relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settleto any demands for appraisal, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has a shareholder who did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly delivered a written notice demands payment of demand for appraisal fair value of such Target Shares shares pursuant to, and complies in accordance with Section 92A.420 all respects with, the provisions of Chapter 23B.13 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger WBCA (the "“Dissenting Target Shareholder Shares")”, and each shareholder holding Dissenting Shareholder Shares, a “Dissenting Shareholder”) shall not be converted into or be exchangeable for the right to receive Parent the Merger Consideration, but instead such Dissenting Shareholder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Chapter 23B.13 of the WBCA (and at the Effective Time, such Dissenting Shareholder Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights set forth in Chapter 23B.13 of the WBCA), unless and until such Target Dissenting Shareholder fails shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost rights to appraisal and demand for payment of fair value under Section 92A.380 Chapter 23B.13 of the NGCLWBCA. If, after the Effective Time, If any such Target Dissenting Shareholder fails shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisallost such right, such Dissenting Target Shares Shareholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Parent Shares to which Merger Consideration for each such Target Shareholder is entitledshare of Company Common Stock, in accordance with Section 2.1(c), without any interest or dividends thereonthereon and subject to any applicable withholding Tax. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other written instruments served pursuant to the WBCA and received by the Company, Company relating to shareholders’ rights to demand payment of fair value and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor payment of fair value under the WBCA. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, to any such demands for payment of fair value or settle, settle or offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and that are held by an Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), shall ”) will not be converted into the right to receive Parent the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such Target Shareholder holder fails to perfect or effectively waives, withdraws or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively waives, withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall will thereupon be treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall will give Parent: Parent (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, Company for appraisals of Shares and (ii) the opportunity to participate in an and direct all negotiations and proceedings with respect to any such demands or noticesnotices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, to any demands for appraisal or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor holders who (i) are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL, (ii) have properly exercised and who has properly delivered a written notice of demand perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCL, if Section 92A.380 DGCL and (iii) as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for and payment under the DGCL with respect to such Target Shares in the Merger shares (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until Merger Consideration, but shall, by virtue of the Merger, be entitled to only such Target Shareholder consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder fails to perfect or effectively perfect, withdraws or loses its such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such holder’s shares of Company Common Stock shall immediately cease to be Dissenting Target Shares and shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Shares Merger Consideration (less any amounts entitled to which such Target Shareholder is entitled, be deducted or withheld pursuant to Section 2.6(f)) in accordance with Section 2.5 without interest or dividends thereon, upon surrender of the Certificate formerly representing such Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Company Common Stock who is entitled to appraisal rights and who has demanded appraisal with a second notice notifying each of the holders of Company Common Stock of the Effective Time as contemplated by Section 262(d)(2) of the DGCL. The Company shall give Parent: Parent (iA) prompt notice of any notice or written demands for appraisal or payment for Target Shares appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable law that are received by the Company, Company prior to the Effective Time relating to stockholders’ rights of appraisal and (iiB) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemand for appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settleto any demands for appraisal, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to demand appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (such Shares, collectively, the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and until no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL in respect of any such Shares; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Shares Merger Consideration (less any amounts entitled to which be deducted or withheld pursuant to Section 2.6(e)), and such Target Shareholder is entitled, without interest or dividends thereonshares Shall not be deemed to be Dissenting Shares. The Company shall give Parent: (i) prompt notice to Parent and Purchaser of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Dissenting Shares, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Notwithstanding anything herein to the contrary, Parent and Purchaser shall have the right to direct and participate in an direct all negotiations and proceedings Legal Proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of Parent, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , approve any withdrawal of any such demands or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of for such Target Shares shares in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "a “Dissenting Target Shares"), Stockholder”) shall not be converted into the right to receive Parent Shares the Merger Consideration as provided in Section 3.8, unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its such holder’s right to appraisal and under the DGCL. A Dissenting Stockholder may receive payment under Section 92A.380 of the NGCLfair value of the Company Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any such Target Shareholder Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses its such Dissenting Stockholder’s right to appraisal, such Dissenting Target Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereonset forth in Section 3.8(e)(iv). The Company shall give Parent: Parent (ia) prompt notice of any notice or written demands for appraisal, withdrawals of demands for appraisal or payment for Target Shares received by and any other instruments served on the CompanyCompany under the DGCL, and (iib) the opportunity to participate in an and direct all negotiations and negotiations, proceedings or settlements with respect to any such demands or noticesfor appraisal under the DGCL. The Company shall not, without the prior written consent of Parent, not voluntarily make any payment with respect toto any demands for appraisal and shall not, except with Parent’s prior written consent, settle or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any other provision contained in this Agreement, no shares of this Agreement to the contrary, any Target Shares Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and a stockholder who has properly delivered a written notice of demand for exercised such stockholder’s appraisal rights in respect of such Target Shares shares in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for DGCL (any such Target Shares in the Merger (the "shares being referred to herein as “Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent Shares the Merger Consideration as provided in Section 2.01(c) and instead shall be entitled to such rights as are granted by Section 262 of the DGCL (unless and until such Target Shareholder fails stockholder shall have failed to timely perfect, or shall have effectively withdrawn or lost, such stockholder’s right to dissent from the Merger under the DGCL) and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any stockholder holding Dissenting Shares shall have failed to perfect or shall have effectively withdraws withdrawn or loses lost such right with respect to his, her or its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDissenting Shares, such stockholder’s Dissenting Target Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Parent Shares to which Merger Consideration for each such Target Shareholder is entitledDissenting Share, without interest or dividends thereonin accordance with Section 2.01(c). The Company shall give Parent: (i) give Parent prompt notice of any notice or demands demand for appraisal or payment for Target Shares shares of Company Common Stock or any withdrawals of such demands received by the Company, Company and (ii) give Parent the opportunity to participate in an and direct all negotiations and proceedings with respect to any such demands or notices. The Company and shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has a holder who did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who is entitled to demand and has properly delivered a written notice of demand demanded appraisal for appraisal of such Target Shares in accordance with with, and who complies in all respects with, Section 92A.420 262 of the NGCLDGCL (such Shares, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent Shares unless the Merger Consideration, and until such Target Shareholder fails to perfect or effectively withdraws or loses its shall instead represent the right to appraisal and receive payment under Section 92A.380 of the NGCLfair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. If, From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of an owner of an Equity Interest of the Surviving Corporation or of a stockholder of Parent. If any such Target Shareholder holder fails to perfect or effectively otherwise waives, withdraws or loses its his right to appraisalappraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Target Shares shall thereupon cease and such Dissenting Shares shall be treated as if they had deemed to have been converted converted, as of the Effective Time Time, into and shall be exchangeable solely for the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without interest or dividends thereonand subject to any withholding of Taxes required by applicable Law in accordance with Section 3.2(f). The Company shall give Parent: Parent (ia) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares and (iib) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settlesettle or compromise or offer to make any payment with respect to, or offer to settle or otherwise negotiatecompromise, any such demands. Any amounts paid , or approve any withdrawal of any such demands, or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that shall not be converted into the right to receive Merger Consideration if they are held by an Target Shareholder that a holder who (x) has not voted in favor of the Merger or consented thereto in writing and who thereto, (y) has properly delivered a written notice of demand for demanded appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and (z) as of the "Effective Time, has not effectively waived, withdrawn or lost that holder’s rights to such appraisal under the DGCL (such Shares being referred to collectively as the “Dissenting Target Shares"” until such time as such holder fails to perfect or effectively waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such Shares), shall not be . Instead of being converted into the right to receive Parent Merger Consideration as of the Effective Time, such Dissenting Shares unless and until shall be entitled to receive only such Target Shareholder fails consideration as shall be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdraws waived, withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 262 of the NGCL. IfDGCL, after then (i) the Effective Time, any right of such Target Shareholder fails holder to perfect or effectively withdraws or loses its right be paid such consideration as is determined to appraisal, be due pursuant to Section 262 of the DGCL shall cease and (ii) such holder’s Dissenting Target Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitled, Merger Consideration (without interest and less any amounts entitled to be deducted or dividends thereonwithheld pursuant to Section 3.3) upon the surrender of the Certificates or Book Entry Shares previously representing such Dissenting Shares. The Company shall give Parent: (i) provide Parent prompt written notice of any notice or demands for appraisal or payment for Target Shares received by the Company for appraisal of the fair value of any Shares under the DGCL, any waiver or withdrawal of any such demand (other than any such waiver set forth in any Stockholder Written Consent), and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand, and Parent shall have the opportunity and right to direct, in consultation with the Company, and (ii) the opportunity to participate in an direct all any negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or settle, or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Company Shares that which are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has not voted in favor holders who shall have complied with the provisions of Section 262 of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such Target Shareholder the applicable holder fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses its right such holder’s rights to appraisal and receive payment of the fair value of such holder’s Shares under Section 92A.380 262 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of at the Effective Time into the right to receive the Parent Merger Consideration. Notwithstanding anything to the contrary contained in this Section 3.9, if this Agreement is terminated prior to the Effective Time, then the right of any holder of Company Shares to which be paid the fair value of such Target Shareholder is entitled, without interest or dividends thereonholder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent: (i) prompt Parent notice of any notice or written demands for appraisal or payment for Target of Shares received by the CompanyCompany under Section 262 of the DGCL, and (ii) shall give Parent the opportunity to participate in an direct all negotiations and proceedings Proceedings with respect to any such demands or noticesdemands. The Company shall not, without except with the prior written consent of Parent, (i) make any payment with respect toto any such demands for appraisal, or settle, (ii) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid , (iii) waive any failure to holders of Dissenting Target Shares timely deliver a written demand for appraisal in an appraisal proceeding shall be paid by accordance with the Surviving Company out of its own funds and will not be paid, directly DGCL or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made (iv) agree to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in any provision other Section of this Agreement to the contrary, any Target Shares that are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who has not voted in favor of the Merger or consented thereto in writing writing, and who has properly delivered a written notice of demand demanded appraisal for appraisal of such Target Shares shares in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into into, or represent the right to receive Parent Shares receive, the Merger Consideration, unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its his right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 92A.380 262 of the NGCL DGCL, then the right of such holder to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time or as otherwise the occurrence of such event, whichever last occurs, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Section 1.32.02, of the Certificate or Certificates that formerly evidenced such Dissenting Shares.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to demand appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless the Merger Consideration, but shall, by virtue of the Merger, be automatically canceled and until no longer outstanding and shall cease to exist and the holder thereof shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL in respect of such Shares; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 3.6(e)), and such Shares shall not be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) prompt notice to Parent of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Shares, withdrawals of such demands and (ii) any other instruments served to it pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to ARTICLE 9, Parent and Purchaser shall have the right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Seller Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and a stockholder who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for exercised his or her appraisal rights for such Target Shares in under the Merger (the "Dissenting Target Shares"), DGCL shall not be converted into the right to receive Parent Shares the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her right to dissent from the Merger under the DGCL and to receive such Target Shareholder fails consideration as may be determined to be due with respect to such Dissenters' Shares pursuant to and subject to the requirements of the DGCL. If any such Dissenting Stockholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost the right to appraisal and payment under Section 92A.380 of dissent, the NGCL. If, after Dissenters' Shares held by the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares holder shall thereupon be treated as if they though such Dissenters' Shares had been converted as of the Effective Time into the right to receive the Parent Shares Merger Consideration pursuant to which such Target Shareholder is entitled, without interest or dividends thereonSection 1.03. The Company Seller shall give Parent: Purchaser (i) prompt notice of any notice or demands for appraisal or payment for Target Shares shares of Seller Common Stock, attempted withdrawals of any such demands and any other instruments served pursuant to the DGCL and received by the Company, Seller relating to stockholders' rights of appraisal and (ii) the opportunity to participate in an and direct all negotiations and proceedings with respect to any such demands or notices. The Company Seller shall not, without the prior written consent of ParentPurchaser, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrarycontrary (without limitation of Section 6.3(d)), any Target Shares that if dissenter’s rights are available under the DGCL in connection with the Merger, shares of Brushy Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted any holder who is entitled to exercise dissenter’s rights and who properly exercises such rights with respect to such shares pursuant to, and who complies in favor all respects with, the applicable provisions of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration payable pursuant to Section 2.1, but, instead at the Effective Time, shall be converted into the right to receive such consideration as may be determined to be due to the holders of such Dissenting Shares pursuant to Section 262 of the DGCL, unless and until such Target Shareholder fails holders shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost their rights to appraisal and payment under the DGCL. The Dissenting Shares shall be treated in accordance with Section 92A.380 262 of the NGCLDGCL. If, after the Effective Time, If any such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such right to appraisal, such Dissenting Target Shares holder’s shares shall thereupon be treated as if they had been deemed to have converted into, as of the Effective Time into Time, and become exchangeable only for the right to receive receive, as of the Parent Shares later of the Effective Time and the time that such right to which such Target Shareholder is entitledappraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without any interest or dividends thereon. The Company Brushy shall give Parent: Lilis and the Merger Sub (ia) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by Brushy relating to rights provided in Section 262 of the Company, DGCL and (iib) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Company Brushy shall not, without except with the prior written consent of ParentLilis, voluntarily make or agree to make any payment with respect to, or settleto any demands for appraisals of capital stock of Brushy, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and until no longer outstanding, shall cease to exist and shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 1.6(e)), and such Shares shall no longer be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) prompt notice to Parent and Merger Sub of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Dissenting Shares, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Parent and Xxxxxx Sub shall have the right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentXxxxxx and Merger Sub, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in any provision other Section of this Agreement to the contrary, any Target Shares that are issued and Company Common Stock, outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand demanded appraisal for appraisal of such Target Shares shares in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), ”) shall not be converted into into, or represent the right to receive Parent Shares receive, the Merger Consideration, unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its his right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 92A.380 262 of the NGCL or DGCL, then the right of such holder to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as otherwise of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Section 1.33.2, of the Certificate or Certificates that formerly evidenced such Dissenting Shares.

Dissenters’ Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, any Target Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has a holder of record who did not voted vote in favor of the Merger approval and adoption of this Agreement (or consented consent thereto in writing writing) and is entitled to demand and properly demands purchase of such Company Shares (“Dissenting Shares”) for fair market value pursuant to, and who has properly delivered a written notice of demand for appraisal of such Target Shares complies in accordance with Section 92A.420 all respects with, Chapter 13 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger CGCL (the "“Dissenting Target Shares"), Rights”) shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails the Merger Consideration payable pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If2.1, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of but instead at the Effective Time shall be converted into the right to receive payment of the Parent Shares to which fair market value of such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by accordance with the Surviving Company out of its own funds Dissenting Rights (it being understood and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At acknowledged that at the Effective Time, any such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder of Dissenting Target Shares shall cease to have any rights with respect thereto except other than the rights provided right to receive the fair market value of such Dissenting Shares to the extent afforded by Section 92A.380 the Dissenting Rights); provided, however, that if any such holder (including any holder of Proposed Dissenting Shares) shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the NGCL fair market value of such Dissenting Shares under the Dissenting Rights, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, without interest or as otherwise provided in this Section 1.3.duplication, the Merger Consideration. “

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and each share of the Company Capital Stock (other than Excluded Shares) outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who is entitled to demand and has not voted in favor properly demanded appraisal for such shares of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares Company Capital Stock in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into or be exchangeable for the right to receive Parent Shares a portion of the Merger Consideration unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its such holder’s right to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its such holder’s right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares portion of the Merger Consideration, if any, to which such Target Shareholder holder is entitledentitled pursuant to Section 3.1(a), without interest or dividends thereoninterest. The Company shall give Parent: Parent (ia) prompt written notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL and any material correspondence received by the Company relating to stockholders’ rights to appraisal with respect to the Merger and (iib) the opportunity to participate in an direct all negotiations and proceedings with respect to any exercise of such demands or noticesappraisal rights under the DGCL. The Company shall not, without except with the prior written consent of ParentParent (which shall not be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settleto any demands for payment of fair value for capital stock of the Company, offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that shares of Saratoga Common Stock which are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder shareholders that has have not voted such shares in favor of the Merger or consented thereto in writing and who has properly have delivered a written notice of demand for appraisal the valuation of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares shares in the Merger manner provided in the CGCL (such shares, the "Dissenting Target Shares"), ) shall not be converted into or represent the right to receive Parent SJNB Common Stock as provided in Section 2.1 and the holders thereof shall only be entitled to such rights as are granted by Chapter 13 of the CGCL. Each holder of Dissenting Shares unless and until that becomes entitled to payment for such Target Shareholder fails shares pursuant to perfect Chapter 13 of the CGCL shall receive payment therefor from the Surviving Corporation in accordance with the CGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish that such holder is entitled to dissenters' rights as provided in Chapter 13 of the CGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdraws withdrawn the demand for valuation of such shares or loses its lost the right to appraisal valuation and payment of such shares under Section 92A.380 Chapter 13 of the NGCL. IfCGCL, after or (iii) if neither the Surviving Corporation nor such holder of Dissenting Shares shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in section 1309 of the CGCL, such holder's or holders' (as the case may be) shares of Saratoga Common Stock shall thereupon be deemed to have been converted, as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into and represent the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by from the Surviving Company out Corporation the shares of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or SJNB Common Stock as otherwise provided in this Section 1.32.1 hereof.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to no Company Shares, the Effective Time and that are held by an Target Shareholder that has not voted in favor holder of the Merger or consented thereto in writing and who which (a "Dissenting Stockholder") has properly delivered exercised and perfected dissenters' rights of appraisal under Section 262 of Delaware Law (a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target SharesShare"), shall not be converted into the right to receive Parent Shares unless and until any Merger Consideration, but such Target Shareholder fails Dissenting Stockholder shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL with respect to such Dissenting Share; provided that if any such Dissenting Stockholder shall fail to perfect or shall have effectively withdraws withdrawn or loses otherwise lost his, her or its right rights to appraisal and payment under Section 92A.380 the DGCL, each of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Stockholder's Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Shares to which Merger Consideration applicable thereto as if such Target Shareholder is entitledDissenting Share had not been a Dissenting Share at the Effective Time, without any interest or dividends thereon, and such share shall thereupon no longer be a Dissenting Share. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal in respect of any Company Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL (including, without limitation, instruments concerning appraisal or payment for Target Shares dissenters' rights) and received by the Company, Company and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, to any demands for the exercise of dissenters' rights in respect of any Company Shares or settle, offer to settle or otherwise negotiate, settle any such demands. Any amounts paid to holders Each holder of Dissenting Target Company Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof who becomes entitled pursuant to Section 92A.380 262 of the NGCL. At DGCL to payment for such shares under the Effective Time, any holder provisions of Dissenting Target such section shall receive payment therefor from the Surviving Corporation and such Company Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3be canceled.

Dissenters’ Rights. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, subject to any rights the holder thereof may have under this Section 3.01(d). Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that any holder who has (i) not voted in favor of approval of the Merger or consented thereto in writing and who has properly delivered a written notice adoption of demand for appraisal the Plan of Merger, (ii) demanded and perfected such holder’s right to dissent from the Merger and to be paid the fair value of such Target Shares shares of Company Common Stock in accordance with Section 92A.420 Sections 302A.471 and 302A.473 of the NGCL, if Section 92A.380 MBCA and (iii) as of the NGCL provides for appraisal Effective Time, has not effectively withdrawn or lost such dissenters’ rights for such Target Shares in the Merger (the "“Dissenting Target Shares"), ”) shall not be converted into or represent the right to receive Parent the Merger Consideration as provided in Section 3.01(c), but the holder thereof, if such holder complies in all respects with Sections 302A.471 and 302A.473 of the MBCA (the “Dissenters’ Rights”), shall be entitled to payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares unless and until in accordance with the Dissenters’ Rights; provided, however, that if any such Target Shareholder fails holder shall fail to perfect or effectively withdraws otherwise shall waive, withdraw or loses its lose the right to appraisal dissent under the Dissenters’ Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive receive, the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without interest or dividends thereonthereon and subject to any applicable withholding Taxes specified in Section 3.03(h). The Company shall give Parent: (i) provide prompt notice to Parent of any notice or demands, attempted withdrawals of such demands for appraisal or payment for Target Shares and any other instruments served pursuant to applicable Law that are received by the CompanyCompany for Dissenters’ Rights with respect to any shares of Company Common Stock, and (ii) Parent shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. 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, settle or compromise or offer to settle or otherwise negotiatecompromise, any such demands. Any amounts paid demand, or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares each share of Company Common Stock that are issued and is outstanding immediately prior to the Effective Time and that are is held by an Target Shareholder that has stockholders who shall not have voted such shares in favor of adoption of the Merger or consented thereto in writing and who has properly shall have delivered to the Company a written notice of demand for appraisal of payment for such Target Shares shares in accordance with Section 92A.420 the manner provided in Article 15 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger VSCA (the "Dissenting Target SharesStock"), ) shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails the consideration as provided in Section 2.1(a) of this Agreement, but the holders thereof shall be entitled to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCLfair value of such shares in accordance with the provisions of such Article 15. IfThe amount of the Merger Consideration shall be reduced by the amount of cash which would otherwise be payable to holders of Dissenting Stock pursuant to Section 2.1(a); provided, however, that (i) if any holder of Dissenting Stock shall subsequently deliver a written withdrawal of his demand for payment of such Dissenting Stock (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any such Target Shareholder holder fails to perfect establish his entitlement to dissenter's rights as provided in such Article 15, such holder or effectively withdraws or loses its holders (as the case may be) shall forfeit the right to appraisal, payment for such Dissenting Target Shares Stock and such Dissenting Stock shall thereupon be treated as if they had deemed to have been converted into the right to receive, as of the Effective Time into Time, the right amount of consideration otherwise payable to receive the Parent Shares such holder or holders pursuant to which such Target Shareholder is entitled, without interest or dividends thereonSection 2.1(a) of this Agreement. The Company shall give Parent: the Parent Companies (i) prompt notice of any notice or written notices of intent to demand payment, demands for appraisal or payment, withdrawals of demands for payment for Target Shares and any other instruments served pursuant to the VSCA received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor payment under the VSCA. The Company shall will not voluntarily make any payment with respect to any demands for payment and will not, without except with the prior written consent of the Parent's Companies, make any payment with respect to, settle or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3demand.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by an Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), shall ”) will not be converted into the right to receive Parent the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall will thereupon be treated as if they had deemed to have been converted as of into, at the Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall will give Parent: Parent (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, Company for appraisals of Shares and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesnotices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, to any demands for appraisal or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder stockholders that has have not voted such shares in favor of the Merger or consented thereto in writing and who has properly have delivered a written notice of demand for appraisal the payment of such Target Shares shares in accordance with Section 92A.420 the manner provided in the laws of the NGCLState of Illinois (such shares, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Company Dissenting Target Shares"), ) shall not be converted into or represent the right to receive Parent Commerce Common Stock as provided in Section 2.1 and the holders thereof shall only be entitled to such rights as are granted by Section 11.70 of the IBCA. Each holder of Company Dissenting Shares unless and until that becomes entitled to payment for such Target Shareholder fails shares pursuant to Section 11.70 of the IBCA shall receive payment therefor from the Surviving Corporation in accordance with the IBCA; provided, however, that if any such holder of Company Dissenting Shares shall fail to perfect or shall have effectively withdraws withdrawn or loses its lost the right to appraisal and payment under Section 92A.380 dissent, such holder's or holders' (as the case may be) shares of the NGCL. IfCompany Common Stock shall thereupon be deemed to have been converted, after as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into and represent the right to receive from the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereonSurviving Corporation the shares of Commerce Common Stock and cash as provided in Section 2.1 hereof. The Company shall give Parent: (i) Commerce prompt written notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of shares of Company Common Stock, and (ii) Commerce shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without except with the prior written consent of ParentCommerce, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and that are held by an Target Shareholder that has holders of such Shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), shall ”) will not be converted into the right to receive Parent the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall will thereupon be treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares without any interest. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall will give Parent: Parent (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, Company for appraisals of Shares and (ii) the opportunity to participate in an direct and control all negotiations and proceedings with respect to any such demands or noticesnotices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment or offer of payment with respect to, to any demands for appraisal or settle, settle or offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor any stockholder of the Merger or consented thereto in writing Company that is entitled to demand and who has properly delivered a written notice of demand for demands appraisal of such Target stockholder’s Shares pursuant to, and that complies in accordance with all respects with, the provisions of Section 92A.420 262 of the NGCL, if DGCL (“Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger 262”) (the "“Dissenting Target Shares"), shall ”) will not be converted into the right to receive Parent Shares unless and until the Merger Consideration as provided in Section 2.1(a), but, instead, such Target Shareholder fails holder will be entitled to perfect or effectively withdraws or loses its right to appraisal and payment under such rights as are granted by Section 92A.380 of the NGCL262. If, after At the Effective Time, all Dissenting Shares will no longer be outstanding and automatically will be cancelled and will cease to exist, and, except as otherwise provided by applicable Laws, each holder of Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted under Section 262. Notwithstanding the foregoing, if any such Target Shareholder holder of Dissenting Shares fails to validly perfect or effectively otherwise waives, withdraws or loses its the right to appraisalappraisal under Section 262, or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then, in each case, the rights of such holder under Section 262 will cease, and such Dissenting Target Shares shall thereupon will be treated as if they had deemed to have been converted as of at the Effective Time into into, and will have become, the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereonMerger Consideration as provided in Section 2.1(a). The Company shall will not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned), voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or make a binding offer to settle with (unless it results in the withdrawal of an appraisal demand), any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company will give Parent: (i) prompt Parent notice of any notice or such demands for appraisal or payment for Target Shares received by prior to the CompanyEffective Time, and (ii) Parent will have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent exercise by any stockholder of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3dissenter’s rights.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to demand appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless Merger Consideration, but shall, by virtue of the Merger, be automatically canceled and until cease to exist and the holder thereof shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL in respect of such Shares; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 3.6(e)), and such Shares shall not be deemed to which such Target Shareholder is entitledbe Dissenting Shares. Within ten (10) days after the Effective Time, without interest or dividends thereonthe Surviving Corporation shall provide each of the holders of Dissenting Shares with the second (2nd) notice contemplated by Section 262(d)(2) of the DGCL. The Company shall give Parent: (i) prompt notice to Parent of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Shares, withdrawals of such demands and (ii) any other instruments served to it pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to Article 9, Parent and Purchaser shall have the right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing a holder who is entitled to demand and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for demands and perfects appraisal rights for such Target Shares in accordance with, and who complies in all respects with, Section 262 of the Merger DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s appraisal rights under the DGCL (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent Shares Merger Consideration and shall entitle such holder only to such rights as are provided by Section 262 of the DGCL, unless and until such Target Shareholder holder fails to perfect or effectively waives, withdraws or otherwise loses its such holder’s right to appraisal and payment under Section 92A.380 of the NGCLits Shares. If, If after the Effective Time, any Time such Target Shareholder holder fails to perfect or effectively waives, withdraws or loses its such holder’s right to appraisalappraisal with respect to any Dissenting Shares held by such holder, each such Dissenting Target Shares Share shall thereupon be treated as if they it had never been a Dissenting Share and been converted as of the Effective Time into the a right to receive the Parent Shares Merger Consideration without any interest thereon (less any amounts entitled to which such Target Shareholder is entitled, without interest be deducted or dividends thereonwithheld pursuant to Section 2.7(f)). The Company shall give Parent: (i) Parent prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of Shares, withdrawals of such demands and any other instruments or documents served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time, and (ii) Parent shall have the opportunity right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding Parent shall be paid by not, except with the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 prior written consent of the NGCL. At Company, require the Effective Time, Company to make any holder of Dissenting Target Shares shall cease to have any rights payment with respect thereto except the rights provided by Section 92A.380 to any demands for appraisal or offer to settle or settle any such demands, approve any withdrawal of such demands or agree or commit to do any of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCLDissenting Shares, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares")any, shall not be converted into shares of PNSO Common Stock but shall instead be converted into the right to receive Parent such consideration as may be determined to be due with respect to such Dissenting Shares unless pursuant to the CGCL. VisiJet shall give PNSO prompt notice of any demand received by VisiJet to require VisiJet to purchase shares of VisiJet Common Stock, and until such Target Shareholder fails to perfect or effectively withdraws or loses its PNSO shall have the right to appraisal direct (in consultation with VisiJet prior to the Closing Date) and to participate in all negotiations and proceedings with respect to such demand. VisiJet agrees that, except with the prior written consent of PNSO, which PNSO shall not unreasonably withhold or delay, or as required under the CGCL, it will not voluntarily make any payment under Section 92A.380 with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the provisions of CGCL, becomes entitled to payment of the NGCLfair value for shares of VisiJet Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated lose their status as if they had been converted as Dissenting Shares, PNSO shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of VisiJet Common Stock, the Effective Time into the right to receive the Parent Shares Merger Consideration to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or shareholder would otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in entitled under this Section 1.3Agreement.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL or similar appraisal or dissenters’ rights under any Target Shares that are other applicable Law, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and a holder who has properly delivered a written notice of exercised and perfected his, her or its demand for appraisal of such Target Shares in accordance with or dissenters’ rights under Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for DGCL or such Target Shares in the Merger other applicable Law (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent the Merger Consideration. At the Effective Time, the Dissenting Shares unless shall no longer be outstanding and until shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, but the holders of such Target Shareholder fails Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL or such other applicable Law; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost his or her right to appraisal or dissenters’ rights and payment under Section 92A.380 of the NGCL. IfDGCL or such other applicable Law, as applicable (whether occurring before, at or after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal), such Dissenting Target Shares holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon, and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent: (i) prompt written notice to Parent of any notice or demands for appraisal of or payment for Target Shares dissenters’ rights respecting any shares of Company Common Stock (or threats thereof), withdrawals of such demands and any other instruments served pursuant to the DGCL or such other applicable Law received by the CompanyCompany relating to appraisal or dissenters’ demands, and (ii) Parent shall have the opportunity right to participate in an and direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid , or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly do or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made commit to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised their respective demands for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and until no longer outstanding, shall cease to exist and shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) prompt notice to Parent and Purchaser of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Dissenting Shares, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , approve any withdrawal of any such demands or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in any provision other Section of this Agreement to the contrary, any Target (a) Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded properly delivered a written notice of demand in writing appraisal for appraisal of such Target Common Shares in accordance with Section 92A.420 262 of the NGCLDGCL (collectively, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "“Dissenting Target Common Shares"), ”) shall not be converted into into, or represent the right to receive Parent Shares receive, the Merger Consideration, unless and until such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its his right to appraisal appraisal, and payment under Section 92A.380 (b) Preferred Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the NGCL. IfMerger or consented thereto in writing and who has demanded properly in writing appraisal for such Preferred Shares in accordance with Section 262 of the DGCL (collectively, after the Effective Time“Dissenting Preferred Shares” and, any together with the Dissenting Common Shares, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Preferred Merger Consideration, unless such Target Shareholder holder fails to perfect or effectively withdraws or otherwise loses its his right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 92A.380 262 of the NGCL or DGCL, then the right of such holder to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares, (x) if Dissenting Common Shares, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as otherwise of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Section 1.32.2, of the Certificate(s) or Book Entry Share(s) that formerly evidenced such Dissenting Common Shares, and (y) if Dissenting Preferred Shares, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Preferred Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.2, of the Preferred Certificate(s) that formerly evidenced such Dissenting Preferred Shares.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and each share of Company Common Stock outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who is entitled to demand and has not voted properly demanded appraisal for such shares of 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 has properly delivered a written notice DGCL (such share of demand for appraisal of such Target Shares in accordance with Section 92A.420 of Company Common Stock, the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration, and shall instead represent the right to receive payment of the consideration due to such Dissenting Shares unless in accordance with and until to the extent provided by Section 262 of the DGCL. If any such Target Shareholder holder fails to perfect or effectively otherwise waives, withdraws or loses its his right to appraisal and payment under Section 92A.380 262 of the NGCL. IfDGCL or other applicable Law, after then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares into and shall thereupon be treated as if they had been converted as of the Effective Time into exchangeable solely for the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without interest or dividends thereonand subject to any withholding of Taxes required by applicable Law. The Company shall give Parent: (i) Parent prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and (ii) Parent shall have the opportunity right to participate in an direct and to control all negotiations and proceedings with respect to any such demands or noticesdemands. The Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or compromise or offer to settle or otherwise negotiatecompromise, any such demands. Any amounts paid , or approve any withdrawal of any such demands, or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCLDissenting Shares, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares")any, shall not be ------------------ converted into the Merger Consideration but shall instead be converted into the right to receive Parent such consideration as may be determined to be due with respect to such Dissenting Shares unless pursuant to California Law. Digital shall give Agile prompt notice of any demand received by Digital to require Digital to purchase shares of Common Stock of Digital, and until such Target Shareholder fails to perfect or effectively withdraws or loses its Agile shall have the right to appraisal direct (in consultation with Digital prior to the Closing Date) and to participate in all negotiations and proceedings with respect to such demand. Digital agrees that, except with the prior written consent of Agile, which Agile shall not unreasonably withhold or delay, or as required under the California Law, it will not voluntarily make any payment under Section 92A.380 with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, pursuant to the provisions of California Law, becomes entitled to payment of the NGCLfair value for shares of Digital Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated lose their status as if they had been converted as Dissenting Shares, Agile shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Digital Capital Stock, the Effective Time into the right to receive the Parent Shares Merger Consideration to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: shareholder would otherwise be entitled under this Section 1.6 and the Certificate of Merger less the Merger Consideration allocable to such shareholder that has been deposited in the Escrow Fund (ias defined below) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof of such shares of Digital Common Stock pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease 1.7(j) and Section 8 hereof and in custody pursuant to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.31.7(k) hereof.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and shares of Company Common Stock outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until Merger Consideration, but shall, by virtue of the Merger, be entitled to only such Target Shareholder fails rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any lost such Target Shareholder fails to perfect or effectively withdraws or loses its holder’s right to appraisal, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.10), and such Shares shall not be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) Parent prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of Shares, and (ii) Parent shall have the opportunity right to participate in an and direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to The Company shall provide each of the holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 Common Stock as of the NGCL. At record date for the Effective Time, any holder purpose of Dissenting Target Shares shall cease to have any rights with respect thereto except receiving the rights provided notice required by Section 92A.380 262(d) of the NGCL or DGCL with the notice contemplated thereby as otherwise provided in this Section 1.3part of the Schedule 14D-9.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target All Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless Merger Consideration, but shall, by virtue of the Merger, be cancelled and until no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL in respect of any such shares; provided that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any lost such Target Shareholder fails to perfect or effectively withdraws or loses its holder’s right to appraisal, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.9), and such Shares shall not be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) Parent prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of Shares. Prior to the Effective Time, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands, or agree to do any of the foregoing. Any amounts paid to The Company shall provide each of the holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 as of the NGCL. At record date for the Effective Time, any holder purpose of Dissenting Target Shares shall cease to have any rights with respect thereto except receiving the rights provided notice required by Section 92A.380 262(d) of the NGCL or DGCL with the notice contemplated thereby as otherwise provided in this Section 1.3part of the Schedule 14D-9.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, if any Target Shares that are issued and outstanding immediately prior Dissenting Stockholder shall demand to be paid the Effective Time and that are held by an Target Shareholder that has not voted “fair value” of its Dissenting Shares, as provided in favor Section 262 of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of Delaware Law, such Target Dissenting Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"), shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into exchangeable for the right to receive the Parent Merger Consideration (except as provided in this Section 2.06) and shall entitle such Dissenting Stockholder only to be paid the “fair value” of such Dissenting Shares, in accordance with Section 262 of the Delaware Law, unless and until such Dissenting Stockholder (a) withdraws (in accordance with Delaware Law) or (b) effectively loses the right to dissent and receive the “fair value” of such Dissenting Shares under Section 262 of the Delaware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to which settle, any such Target Shareholder is entitled, without interest or dividends thereondemand for payment of “fair value” of Dissenting Shares prior to the Effective Time. The Company shall give Parent: (i) prompt Parent notice of any notice or demands for appraisal or payment for Target demand by a Dissenting Stockholder to be paid the “fair value” of its Dissenting Shares received by prior to the CompanyEffective Time, and (ii) Parent shall have the opportunity right to participate at its own expense in an direct all negotiations and proceedings with respect to any such demands demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Delaware Law) or notices. The Company otherwise lost its right to dissent and receive the “fair value” of its Dissenting Shares, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Stockholder shall notbe cancelled and converted into and represent solely the right to receive the Merger Consideration pursuant to this Article 2, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3interest.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything contained herein to the contrary, any Target Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"), shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its the cash amount provided for in Section 1.9(a), but shall instead be converted into the right to appraisal and receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment under Section 92A.380 of thereunder for such shares shall receive payment therefor in accordance with Delaware Law (but only after the NGCLvalue therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares shall thereupon lose their status as Dissenting Shares, then any such shares shall immediately be treated as if they had been converted as of the Effective Time into the right to receive the Parent Shares cash payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10(b), following the satisfaction of the applicable conditions set forth in Section 1.10(b), the amount of cash to which such Target Shareholder is entitled, without interest or dividends thereonholder would be entitled in respect thereof under this Section 1.9 as if such shares never had been Dissenting Shares. The Company shall give Parent: (i) Acquiror prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, withdrawals of such demands, and (ii) any other instruments regarding demands of appraisal served pursuant to Delaware Law and received by the opportunity to participate in an direct all negotiations and proceedings Company. Except with respect to any such demands or notices. The Company shall not, without the prior written consent of ParentAcquiror, the Company shall not make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing Holders who are entitled to demand and who has properly delivered a written notice of demand for appraisal of such Target Shares shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who comply in accordance with all respects with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "Dissenting Target Shares"“Appraisal Rights”), shall not be converted into the right to receive Parent Shares the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such Holder pursuant to Section 262 of the DGCL, unless and until such Target Shareholder fails Holders fail to perfect perfect, withdraw or effectively withdraws otherwise lose their rights to such payment or loses its right appraisal. From and after the Merger Effective Time, Holders of Dissenting Shares shall not have and shall not be entitled to appraisal and payment under Section 92A.380 exercise any of the NGCLvoting rights or other rights of a stockholder of the Surviving Corporation. If, after the Merger Effective Time, any such Target Shareholder a Holder of Dissenting Shares fails to perfect or effectively perfect, withdraws or otherwise loses its right to appraisalAppraisal Rights, then the shares of Company Common Stock held by such Holders that were formerly Dissenting Target Shares shall thereupon no longer be treated as if they had been considered Dissenting Shares and shall be deemed to have converted as of the Merger Effective Time into the right to receive the Parent Shares Merger Consideration in accordance with Section 1.6; it being understood that the Holder or Holders of such shares of Company Common Stock shall be deemed thereupon to which such Target Shareholder is entitled, without interest or dividends thereonhave made the same election as Non-Election Shares. The Company shall give Parent: (i) prompt notice to Parent of any notice or demands received by the Company for appraisal or payment for Target Shares of Company Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and (ii) the opportunity to participate in an direct and control all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Prior to the Merger Effective Time, the Company shall not, without except with the prior written consent of Parent, voluntarily make any payment or advance with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid demands or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly do or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made commit to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to demand appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and until no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 the DGCL in respect of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalShares, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares to which such Target Shareholder is entitled, without interest or dividends thereonwith the second notice contemplated by Section 262(d)(2) of the DGCL. The Company shall give Parent: (i) Parent prompt notice of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of Shares. Notwithstanding anything herein to the contrary, Parent and (ii) Purchaser shall have the opportunity right to direct and participate in an direct all negotiations and proceedings Legal Proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of Parent, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , approve any withdrawal of any such demands or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until Merger Consideration, but shall, by virtue of the Merger, be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 1.6(e)), and such Shares shall not be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: Parent and Merger Sub (ia) prompt notice of any notice or written demands for appraisal of any Shares (or payment for Target Shares written threats thereof), withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to rights to be paid the “fair value” of Dissenting Shares, and (iib) the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Company shall not, without except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make or agree to make any payment with respect to, or settleto any demands for appraisals of capital stock of the Company, offer to settle or otherwise negotiate, settle any such demands, approve any withdrawal of any such demands, or agree to do any of the foregoing. Any amounts paid to The Company shall provide each of the holders of Dissenting Target Shares in an appraisal proceeding shall be paid Company Common Stock with the notice contemplated by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 262 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 DGCL as part of the NGCL or as otherwise provided in this Section 1.3Proxy Statement. iii.

Dissenters’ Rights. Notwithstanding any provision The provisions of this Section 3.1(e) shall not apply unless the shareholders of the Company are determined to have the right to dissent from the Merger, and receive the fair value of their Shares, pursuant to Sections 607.1301-607.1333 of the FBCA. In such event, and notwithstanding anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has a shareholder who did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly delivered a written notice of demand for demands appraisal of such Target Shares pursuant to, and who complies in accordance with Section 92A.420 all respects with, the applicable provisions of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger FBCA (the "“Dissenting Target Shares"Shareholders”), shall not be converted into or be exchangeable for the right to receive Parent the Offer Price (the “Dissenting Shares,” and together with the Cancelled Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the appraised value of such Shares in accordance with the applicable provisions of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the applicable provisions of the FBCA), unless and until such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost rights to appraisal and payment under Section 92A.380 of the NGCLFBCA. If, after the Effective Time, If any such Target Dissenting Shareholder fails shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisallost such right, such Dissenting Target holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Parent Shares to which Offer Price for each such Target Shareholder is entitledShare in accordance with Section 3.1(a), without any interest or dividends thereon. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the FBCA and received by the Company, Company relating to shareholders’ rights of appraisal and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the FBCA. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3demand for payment.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares (a) if the Effective Time shall occur on or after the 21st day following the mailing by Momentive of the Information Statement to the Momentive stockholders (such 21st day, the “Dissenting Deadline”), then shares of Momentive Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held owned by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal holders of such Target Shares Momentive Common Stock who have properly perfected their right of appraisal within the meaning of Section 262 DGCL (the “Dissenting Shares”) shall not be converted into common units of Holdco in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares"Sections 2.2(b) and 2.3(b), but instead shall not be cancelled and converted into the right to receive Parent Shares unless and until such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL; and (b) if the Effective TimeTime shall occur prior to Dissenting Deadline, any then shares of Momentive Common Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by holders of such Target Shareholder fails Momentive Common Stock who have not voted in favor of or consented to perfect or effectively withdraws or loses its right the Momentive Merger and the Holdco Merger prior to appraisal, such Dissenting Target Shares shall thereupon the Effective Time will be treated as if they had been Dissenting Shares and shall not be converted as into common units of Holdco in accordance with Sections 2.2(b) and 2.3(b) until the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereon. The Company shall give Parent: earlier of (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, Dissenting Deadline; and (ii) the opportunity date on which such holder has provided its written approval or consent to participate in an direct all negotiations the Momentive Merger and proceedings the Holdco Merger; provided that, if on or prior to the Dissenting Deadline, such holder has properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL, then, notwithstanding the foregoing, such shares of Momentive Common Stock will not be converted into common units of Holdco in accordance with Sections 2.2(b) and 2.3(b), but instead will be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, further, that, in each of cases (a) and (b), if, at any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiatetime, any such demands. Any amounts paid holder shall have failed to holders perfect or shall have effectively withdrawn or lost such right of Dissenting Target Shares in an appraisal proceeding appraisal, each share of Momentive Common Stock held by such person shall be paid by the Surviving Company out converted into one common unit of its own funds Holdco in accordance with Sections 2.2(b) and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL2.3(b). At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided by in Section 92A.380 262 of the NGCL or DGCL and as otherwise provided in this Section 1.3the previous sentence.

Dissenters’ Rights. Notwithstanding any provision of this Agreement Article II to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are extent required under the applicable provisions of the PABCL, Parent Shares held of record by an Target Shareholder that has shareholders who shall not have voted such shares in favor of the Parent Merger or consented thereto in writing and who has shall have properly delivered a written notice exercised rights to demand payment of demand for appraisal the fair value of such Target Shares shares in accordance with Section 92A.420 the applicable provisions of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger PABCL (the "Parent Dissenting Target Shares"), ) shall not be converted into the right to receive the Parent Shares unless and until Share Conversion Price, but the holders thereof shall be entitled to payment of the fair value of such Target Shareholder shares in accordance with the applicable provisions of the PABCL; provided, however, that (i) if such a holder fails to perfect file a notice of election to dissent in accordance with the PABCL, or effectively withdraws after having done so delivers an effective withdrawal of such notice or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect establish (if he is required to do so) his entitlement to dissenters rights as provided in the PABCL, or effectively withdraws (ii) if a court shall determine that such holder is not entitled to receive payment for his shares or loses its right to appraisalsuch holder shall otherwise lose his dissenters rights, each Parent Share held of record by such Dissenting Target Shares holder shall thereupon automatically be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Parent Shares to which Share Conversion Price, upon the surrender of the certificate or certificates representing such Target Shareholder is entitled, without interest or dividends thereonParent Shares. The Company shall Parent will give Parent: (i) Purchaser prompt notice of any notice or demands for appraisal or payment for Target Shares received by Parent for payment of the Companyfair value of such shares, and (ii) Purchaser shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall demands, Parent will not, without except with the prior written consent of ParentPurchaser, make any payment (except to the extent that any such payment is made pursuant to a court order) with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder any person that has not voted in favor is entitled to demand and properly demands payment of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal fair value of such Target Shares shares of Company Common Stock pursuant to, and that complies in all respects with, the provisions of Section 10.356 of the TBOC, and does not properly withdraw such demand in accordance with Section 92A.420 10.357 of the NGCL, if TBOC or otherwise become ineligible for such payment pursuant to Section 92A.380 10.367 of the NGCL provides for appraisal rights for such Target Shares TBOC, in each case prior to the Merger Effective Time (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until the Merger Consideration as provided in Section 2.1(c), but, instead, such Target Shareholder fails person shall be entitled to perfect or effectively withdraws or loses its right to appraisal and payment under such rights (but only such rights) as are granted by Section 92A.380 10.354 of the NGCLTBOC. If, after At the Effective Time, all Dissenting Shares shall no longer be outstanding and automatically shall be cancelled and shall cease to exist and, except as otherwise provided by applicable Law, each holder of Dissenting Shares shall cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted by Section 10.354 of the TBOC. Notwithstanding the foregoing, if any such Target Shareholder fails person (i) shall have failed to perfect establish entitlement to relief as a dissenting stockholder as provided in Section 10.361 of the TBOC, (ii) shall have effectively withdrawn demand for relief as a dissenting stockholder with respect to such Dissenting Shares under Section 10.357 of the TBOC or effectively withdraws or loses its lost the right to appraisalrelief as a dissenting stockholder under Section 10.356 of the TBOC or (iii) shall have failed to file a petition with the appropriate court seeking relief as to the determination of the value of all such Dissenting Shares within the time provided in Section 10.361 of the TBOC, such person shall forfeit or, in the event a court of competent jurisdiction shall determine that such person is not entitled to the relief provided by Section 10.361 of the TBOC, lose the right to relief as a dissenting stockholder with respect to such Dissenting Target Shares, and such Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of at the Effective Time into into, and shall have become, the right to receive the Parent Shares to which such Target Shareholder is entitled, Merger Consideration as provided in Section 2.1(c) without interest or dividends thereoninterest. The Company shall give Parent: (i) prompt notice to Parent of any notice or demands for appraisal or payment for Target Shares of any shares of Company Common Stock and any attempted withdrawals of such demands and any other instruments served pursuant to the TBOC and received by the CompanyCompany relating to stockholder dissent rights, and (ii) Parent shall have the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. 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, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid , or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and until no longer outstanding, shall cease to exist and shall be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall no longer be deemed to which such Target Shareholder is entitled, without interest or dividends thereonbe Dissenting Shares. The Company shall give Parent: (i) prompt notice to Parent and Purchaser of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time, and (ii) shall give Parent the opportunity to review, and have the Company consider in good faith all reasonable comments to, any written document to be given to any third party or Governmental Body in connection therewith. Parent and Purchaser shall have the right to direct and participate in an direct and control all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands, or agree or commit to do any of the foregoing. Any amounts paid portion of the Payment Fund made available to holders of Dissenting Target Shares the Paying Agent in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment accordance with Section 2.6 in respect thereof has been made to the holder thereof pursuant Dissenting Shares will be returned to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3Parent upon demand.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing a stockholder who is entitled to demand and who has properly delivered a written notice of demand for demands appraisal of such Target Shares shares pursuant to, and who complies in accordance with all respects with, the provisions of Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"Stockholders”), shall not be converted into the right to receive Parent the Per Share Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, If any such Target Shareholder fails Dissenting Stockholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisallost such right, such holder’s shares of Company Common Stock shall no longer be deemed to be Dissenting Target Shares and shall thereupon be treated as if they had been converted into the right to receive, as of the Effective Time into Time, the right to receive Per Share Merger Consideration for each such share of Company Common Stock, in accordance with the Parent Shares to which such Target Shareholder is entitledterms hereof, without any interest or dividends thereon. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable law that are received by the CompanyCompany relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3demand for payment.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has a stockholder who did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly delivered a written notice of demand for demands appraisal of such Target Shares pursuant to, and who complies in accordance with all respects with, the applicable provisions of Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"Stockholders”), shall not be converted into or be exchangeable for the right to receive Parent the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment for such Shares in accordance with the applicable provisions of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the applicable provisions of the DGCL), unless and until such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, If any such Target Shareholder fails Dissenting Stockholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisallost such right, such Dissenting Target holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Parent Shares to which Merger Consideration for each such Target Shareholder is entitledShare, in accordance with Section 3.1(b), without any interest or dividends thereon. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle or otherwise negotiatesettle, any such demandsdemand for payment. Any amounts paid to holders of Dissenting Target Shares The parties hereby agree and acknowledge that in an any appraisal proceeding with respect to the Dissenting Shares and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Shares shall be paid by determined in accordance with Section 262 of the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made DGCL without regard to the holder thereof pursuant Top-Up Option, the Top-Up Shares or the Promissory Note delivered by Merger Sub to Section 92A.380 of the NGCL. At Company in payment for the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3Top-Up Shares.

Dissenters’ Rights. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to demand appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until Merger Consideration, but shall, by virtue of the Merger, be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 3.6(e)), and such shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares to which such Target Shareholder is entitled, without interest or dividends thereonwith the second (2nd) notice contemplated by Section 262(d)(2) of the DGCL. The Company shall give Parent: (i) prompt notice to Parent of any notice or demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Shares, withdrawals of such demands and (ii) any other instruments served to it pursuant to Section 262 of the opportunity DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to Article 9, Parent and Purchaser shall have the right to direct and participate in an direct all negotiations and proceedings with respect to any such demands or notices. The demands, and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid , or agree or commit to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrarycontrary and to the extent available under Section 262 of the DGCL, any Target Shares Share that are is issued and outstanding immediately prior to the Effective Time and that are Time, held by an Target Shareholder that has not voted a Company stockholder who complies in favor all respects with all of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 provisions of the NGCL, if Section 92A.380 DGCL relevant to the exercise and perfection of the NGCL provides for appraisal dissenters’ rights for (such Target Shares in the Merger (the "Share being a “Dissenting Target Shares"Share,” and such Company stockholder being a “Dissenting Stockholder”), shall not be converted into the right to receive Parent Shares unless and until the Per Share Merger Consideration to which the holder of such Target Shareholder fails share would be entitled pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such Dissenting Target Shares 2.1(a) but rather shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to Section 262 of the Parent DGCL. If any Dissenting Stockholder fails to perfect such stockholder’s dissenters’ rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares shall thereupon automatically be converted into the right to which such Target Shareholder is entitledreceive, without any interest thereon, the consideration referred to in Section 2.1(a), pursuant to the exchange procedures set forth in Section 2.2. Notwithstanding anything to the contrary contained in this Agreement, if the Merger is rescinded or dividends thereonabandoned, then the right of a Company stockholder to be paid the fair value of such holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent: Parent (i) prompt notice of any notice demand for payment of the fair value of any shares of Company Stock or demands any attempted withdrawal of any such demand for appraisal or payment for Target Shares and any other instrument served pursuant to the DGCL and received by the Company, Company relating to any stockholder’s dissenters’ rights and (ii) the opportunity to participate in an direct lead all negotiations and proceedings with respect to any such demands or noticesfor payment under the DGCL. The Company shall not, not voluntarily make any payment with respect to any demand for appraisal with respect to any Dissenting Shares without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time Time, and that are held by an Target Shareholder that has not voted in favor holders who are entitled to appraisal rights under Section 262 of the Merger or consented thereto in writing DGCL and who has have properly delivered a written notice of demand exercised and perfected their respective demands for appraisal of such Target Shares shares in accordance with the time and manner provided in Section 92A.420 262 of the NGCLDGCL and, if Section 92A.380 as of the NGCL provides for Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal rights for such Target Shares in and payment under the Merger DGCL (the "“Dissenting Target Shares"”), shall not be converted into the right to receive Parent Shares unless and until Merger Consideration, but shall, by virtue of the Merger, be entitled to only such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such holder’s right to appraisal and payment under Section 92A.380 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target holder’s Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Shares Merger Consideration (less any amounts entitled to which be deducted or withheld pursuant to Section 2.6(e)), and such Target Shareholder is entitled, without interest or dividends thereonshares shall not be deemed to be Dissenting Shares. The Company shall give Parent: (i) Parent prompt notice of any notice or written demands for appraisal or payment for Target Shares received by the CompanyCompany for appraisal of any Shares and any withdrawals of such demands, and (ii) Parent shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without the prior written consent of ParentParent or as required by applicable Legal Requirements, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement Section 2.1(a), to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, any Target Shares that are shares of Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor of the Merger or consented thereto in writing and a holder who has properly delivered a written notice of exercised and perfected his or her demand for appraisal of such Target Shares in accordance with rights under Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration, but the holders of such Dissenting Shares unless and until shall be entitled to receive such Target Shareholder fails consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost his or her right to appraisal and payment under the DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 92A.380 262 of the NGCL. If, after the Effective Time, any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisalDGCL, such Dissenting Target Shares holder’s shares of Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration, without any interest or dividends thereon, and such shares shall not be deemed to be Dissenting Shares. The aggregate Merger Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Merger Closing Date. Any portion of the aggregate Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Dissenting Shares will be returned to Parent upon demand. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of the fair value of any shares of Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The for appraisal under the DGCL and the Company shall notnot voluntarily, without the prior written consent of Parent, make any payment with respect to, settle or settle, offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares (“Dissenting Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor any Person who is entitled to, and properly exercises and perfects, appraisal rights available under Section 262 of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger (the "Dissenting Target Shares")DGCL, shall not be converted into or be exchangeable for the right to receive Parent Shares the Merger Consideration as provided in Section 2.01(c), unless and until such Target Shareholder fails holders shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost their rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, If any such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its lost such right to appraisal, such Dissenting Target Shares holder’s shares of Company Common Stock shall thereupon be treated converted into and become exchangeable only for the right to receive, as if they had been converted as of the later of the Effective Time into and the time that such right to receive appraisal shall have been irrevocably lost, withdrawn or expired, the Parent Shares to which such Target Shareholder is entitled, Merger Consideration without any interest or dividends thereon. The Company shall give Parent: Parent (i) prompt written notice of any notice or written demands for appraisal of any shares of Company Common Stock, any attempted written withdrawals of such demands and any other written instruments served or payment for Target Shares written communications made pursuant to the DGCL and received by the CompanyCompany relating to demands for appraisal, as provided in Section 262 of the DGCL and (ii) the opportunity to participate in an and direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the DGCL. The Company shall not, without except with the prior written consent of Parent, make or agree to make any payment with respect to, or settleto any demands for appraisals of capital stock of the Company, offer to settle or otherwise negotiate, settle any such demands or approve any withdrawal of any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, any Target Company Shares that which are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has not voted in favor holders who shall have complied with the provisions of Section 262 of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such Target Shareholder the applicable holder fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses its right such holder’s rights to appraisal and receive payment of the fair value of such holder’s Dissenting Shares under Section 92A.380 262 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses its right to appraisalsuch right, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of at the Effective Time into the right to receive the Parent Merger Consideration. Notwithstanding anything to the contrary contained in this Section 3.9, if this Agreement is terminated prior to the Effective Time, then the right of any holder of Company Shares to which be paid the fair value of such Target Shareholder is entitled, without interest or dividends thereonholder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent: (i) prompt Parent notice of any notice or written demands for appraisal or payment for Target of Dissenting Shares received by the CompanyCompany under Section 262 of the DGCL, and (ii) shall give Parent the opportunity to participate in an direct all negotiations and proceedings Proceedings with respect to any such demands or noticesdemands. The Company shall not, without except with the prior written consent of Parent, (i) make any payment with respect toto any such demands for appraisal, or settle, (ii) offer to settle or otherwise negotiate, settle any such demands. Any amounts paid , (iii) waive any failure to holders of Dissenting Target Shares timely deliver a written demand for appraisal in an appraisal proceeding shall be paid by accordance with the Surviving Company out of its own funds and will not be paid, directly DGCL or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made (iv) agree to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted in favor any record holder who is entitled to demand and properly demands payment of the Merger or consented thereto in writing fair cash value of such Shares as a dissenting shareholder pursuant to, and who has properly delivered a written notice complies in all respects with, the provisions of demand for appraisal of such Target Shares in accordance with Section 92A.420 1701.85 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger OGCL (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Per Share Merger Consideration payable pursuant to Section 2.01(a), but instead at the Effective Time shall become entitled to receive the fair cash value of such Dissenting Shares unless in accordance with the provisions of Section 1701.85 of the OGCL and, at the Effective Time, all such Dissenting Shares shall cease to be outstanding and until shall automatically be canceled and cease to exist, and the holder of such Target Shareholder Dissenting Shares shall cease to have any rights with respect thereto, except as set forth in this Section 2.05 and the OGCL. Notwithstanding the immediately preceding sentence, if any such holder fails to perfect or effectively otherwise waives, withdraws or loses its the right to appraisal and payment proceed under Section 92A.380 1701.85 of the NGCL. IfOGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 1701.85 of the OGCL, after then the Effective Timeright of such holder to be paid the fair cash value of such holder’s Dissenting Shares under Section 1701.85 of the OGCL shall be forfeited and cease, any and each of such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, such holder’s Dissenting Target Shares shall thereupon be treated as if they had deemed to have been converted as of at the Effective Time into into, and shall have become, the right to receive the Parent Shares to which such Target Shareholder is entitled, without interest or dividends thereonPer Share Merger Consideration. The Company shall give Parent: (i) deliver prompt notice to Parent of any notice or demands for appraisal or payment the fair cash value of any Shares, attempted withdrawals of such demands and any other instruments delivered to the Company pursuant to the OGCL with respect to a demand for Target Shares received by the Companyfair cash value of the Shares, and (ii) shall provide Parent with the opportunity to participate in an direct all negotiations and proceedings Proceedings with respect to any such demands or noticesunder Section 1701.85 of the OGCL. 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, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid , or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, take any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3such action.

Dissenters’ Rights. Notwithstanding any Any provision of this Agreement to the contrarycontrary notwithstanding, any Target Shares if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by an Target Shareholder that has holders of such shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has have properly delivered a written notice of demand for exercised appraisal of such Target Shares rights with respect thereto in accordance with with, and who have complied with, Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for DGCL with respect to any such Target Shares in the Merger shares held by any such holder (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent the Merger Consideration or the Preferred Merger Consideration, as applicable, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right rights to appraisal and payment under Section 92A.380 of the NGCLDGCL. If, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively withdraws or loses its right to appraisalsuch rights, such Dissenting Target Shares shall thereupon thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted as of into, at the Effective Time into Time, the right to receive the Parent Shares to which such Target Shareholder is entitledMerger Consideration or the Preferred Merger Consideration, as applicable, without any interest or dividends thereon. The Company shall give Parent: (i) prompt notice of any notice or demands for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings accordance with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL2.1(a). At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto thereto, except the rights provided by in Section 92A.380 262 of the NGCL or DGCL and as otherwise provided in this the previous sentence. The Company shall give Parent (i) prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock or Company Preferred Stock under Section 1.3262 of the DGCL and (ii) the opportunity to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to any such demands for appraisal or settle, offer to settle or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has a shareholder who did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly delivered a written notice of demand for appraisal demands the fair value of such Target Shares shares pursuant to, and who complies in accordance with Section 92A.420 all respects with, the provisions of Articles 5.12 and 5.13 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger TBCA (the "“Dissenting Target Shares"Shareholders”), shall not be converted into or be exchangeable for the right to receive Parent the Merger Consideration (the “Dissenting Shares,” and together with the Cancelled Shares and the Converted Company Restricted Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Articles 5.12 and 5.13 of the TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Articles 5.12 and 5.13 of the TBCA), unless and until such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost rights to appraisal and payment receive the fair value of such shares of Company Common Stock under Section 92A.380 of the NGCLTBCA. If, after the Effective Time, If any such Target Dissenting Shareholder fails shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisallost such right, such Dissenting Target Shares holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Parent Shares to which Merger Consideration for each such Target Shareholder is entitledshare of Company Common Stock, in accordance with Section 3.1(a), without any interest or dividends thereon. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares to exercise dissenter’s rights in respect of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the TBCA and received by the Company, Company relating to shareholders’ dissenter’s rights and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor fair value under the TBCA. The Company shall not, without the except with prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle or otherwise negotiatesettle, any such demandsdemand for payment. Any amounts paid to holders portion of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been Consideration made available to the holder thereof Paying Agent pursuant to Section 92A.380 3.2 to pay for shares of the NGCL. At the Effective Time, any holder of Dissenting Target Shares Company Common Stock for which dissenter’s rights have been perfected shall cease be returned to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3Parent upon demand.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.4(b)) and that are held by an Target Shareholder that a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of exercised dissenters’ rights (if applicable) with respect to such Target Shares in accordance with Section 92A.420 Subchapter 15D of the NGCL, if Section 92A.380 of PBCL (such Shares being referred to collectively as the NGCL provides for appraisal “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights for under the PBCL with respect to such Target Shares in the Merger (the "Dissenting Target Shares"), ) shall not be converted into the a right to receive Parent Shares unless and until the Merger Consideration, but instead shall be entitled to only such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 rights as are granted by Subchapter 15D of the NGCL. IfPBCL; provided, however, that if, after the Effective Time, any such Target Shareholder holder fails to perfect or effectively perfect, withdraws or loses its right such holder’s dissenters’ rights pursuant to appraisalSubchapter 15D of the PBCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Subchapter 15D of the PBCL, such Dissenting Target Shares shall thereupon be treated as if they had been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive receive, the Parent Shares to which such Target Shareholder is entitledMerger Consideration in accordance with Articles II and III, without interest or dividends thereon. The Company shall give Parent: (i) prompt notice of If any notice or demands demand for appraisal or payment for Target Shares received by the Company, and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. Any amounts paid to holders fair value is made of Dissenting Target Shares in an appraisal proceeding shall be paid by and the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made Top-Up Option was exercised prior to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, then for purposes of determining the fair value of any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except Shares, the rights provided by Section 92A.380 cash received or value of the NGCL promissory note issued to the Company pursuant to Section 1.4(b), as applicable, in payment of the exercise price of the Top-Up Option shall be treated as if it had not been paid to or received by the Company and the Top-Up Shares issued shall be treated as otherwise provided if they were not issued or outstanding. Notwithstanding anything to the contrary contained in this Section 1.32.4(a), if the Merger is rescinded or abandoned prior to the Effective Time, then the right of any shareholder to be paid the fair value of such shareholder’s Dissenting Shares pursuant to Subchapter 15D of the PBCL shall cease.

Dissenters’ Rights. Notwithstanding any provision The provisions of this Section 3.1(e) shall not apply unless the shareholders of the Company are determined to have the right to dissent from the Merger, and receive the fair value of their Shares, pursuant to Sections 607.1301 -607.1333 of the FBCA. In such event, and notwithstanding anything in this Agreement to the contrary, any Target Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by an Target Shareholder that has a shareholder who did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly delivered a written notice of demand for demands appraisal of such Target Shares pursuant to, and who complies in accordance with Section 92A.420 all respects with, the applicable provisions of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger FBCA (the "“Dissenting Target Shares"Shareholders”), shall not be converted into or be exchangeable for the right to receive Parent the Offer Price (the “Dissenting Shares,” and together with the Cancelled Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the appraised value of such Shares in accordance with the applicable provisions of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the applicable provisions of the FBCA), unless and until such Target Shareholder fails holder shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right lost rights to appraisal and payment under Section 92A.380 of the NGCLFBCA. If, after the Effective Time, If any such Target Dissenting Shareholder fails shall have failed to perfect or shall have effectively withdraws withdrawn or loses its right to appraisallost such right, such Dissenting Target holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Parent Shares to which Offer Price for each such Target Shareholder is entitledShare in accordance with Section 3.1(a), without any interest or dividends thereon. The Company shall give Parent: Parent (i) prompt notice of any notice or written demands for appraisal or payment for Target Shares of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the FBCA and received by the Company, Company relating to shareholders’ rights of appraisal and (ii) the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesfor appraisal under the FBCA. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle or otherwise negotiatesettle, any such demands. Any amounts paid to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3demand for payment.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary, any Target Shares that are shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that a holder who shall not have voted to adopt this Agreement and has not voted in favor of the Merger or consented thereto in writing right to demand and who has properly delivered a written notice of demand demanded payment for and an appraisal of such Target Shares shares in accordance with Section 92A.420 262 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger DGCL (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent Shares the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of the DGCL unless and until such Target Shareholder holder fails to perfect or effectively perfect, withdraws or otherwise loses its such holder’s right to appraisal and such payment under Section 92A.380 of the NGCLor appraisal. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Target Shareholder fails to perfect or effectively withdraws or loses its right to appraisal, each such share of such holder shall no longer be considered a Dissenting Target Shares Share and shall thereupon be treated as if they had been deemed to have converted as of the Effective Time into the right to receive the Merger Consideration, any cash in lieu of fractional shares of Parent Shares Common Stock to which such Target Shareholder holder is entitledentitled pursuant to Section 2.2.5 and any dividends or other distributions with respect to Parent Common Stock to which such holder is entitled pursuant to Section 2.2.3, without interest or dividends thereonin each case, in accordance with Section 2.1. The Company shall give Parent: (i) prompt notice to Parent of any notice or demands received by the Company for appraisal or payment for Target Shares of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and (ii) Parent shall have the opportunity right to participate in an direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company shall not, without except with the prior written consent of ParentParent (which shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid demands or agree to holders do or commit to do any of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made foregoing except to the holder thereof pursuant to Section 92A.380 of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided extent required by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3applicable Law.

Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrarycontrary (without limitation of Section 6.3(d)), any Target Shares that if dissenter’s rights are available under the NRS in connection with the Merger, shares of American Eagle Common Stock issued and outstanding immediately prior to the Effective Time and that are held by an Target Shareholder that has not voted any holder who is entitled to exercise dissenter’s rights and who properly exercises such rights with respect to such shares pursuant to, and who complies in favor all respects with, the applicable provisions of the Merger or consented thereto in writing and who has properly delivered a written notice of demand for appraisal of such Target Shares in accordance with Section 92A.420 of the NGCL, if Section 92A.380 of the NGCL provides for appraisal rights for such Target Shares in the Merger NRS (the "“Dissenting Target Shares"), ”) shall not be converted into the right to receive Parent Shares unless and until such Target Shareholder fails the Merger Consideration payable pursuant to perfect or effectively withdraws or loses its right to appraisal and payment under Section 92A.380 of the NGCL. If2.1, after but, instead at the Effective Time, shall become the right to payment of the fair value of such shares in accordance with the applicable provisions of the NRS and, at the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist. Notwithstanding the foregoing, if any such Target Shareholder fails holder shall fail to perfect or effectively withdraws otherwise shall waive, withdraw or loses its lose dissenter’s rights under the applicable provisions of the NRS or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the NRS, then the right of such holder to appraisal, be paid the fair value of such holder’s Dissenting Target Shares under the applicable provisions of the NRS shall be forfeited and cease and each of such holder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of at the Effective Time into into, and shall have become, the right to receive the Parent Shares to which Merger Consideration payable in respect of such Target Shareholder is entitled, without interest or dividends thereonshares. The Company American Eagle shall give Parent: (i) deliver prompt notice to Eternal of any notice or demands for appraisal or payment for Target Shares received by the Company, exercise of dissenter’s rights with respect to any shares of American Eagle Common Stock and (ii) provide Eternal with the opportunity to participate in an direct all negotiations and proceedings with respect to any such demands or noticesDissenting Shares under the NRS. The Company Prior to the Effective Time, American Eagle shall not, without the prior written consent of ParentEternal, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands. Any amounts paid Dissenting Shares, or agree to holders of Dissenting Target Shares in an appraisal proceeding shall be paid by the Surviving Company out of its own funds and will not be paid, directly or indirectly, by Parent or Merger Sub. Each Dissenting Target Share, if any, shall be canceled after payment in respect thereof has been made to the holder thereof pursuant to Section 92A.380 do any of the NGCL. At the Effective Time, any holder of Dissenting Target Shares shall cease to have any rights with respect thereto except the rights provided by Section 92A.380 of the NGCL or as otherwise provided in this Section 1.3foregoing.