Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares any issued and outstanding immediately prior to the Effective Time and shares of FirstMerit Common Stock held by a holder person (a “Dissenting Shareholder”) who has not voted in favor of, or consented to, the adoption of this Agreement and has complied with all the provisions of the Merger and who has delivered a written demand for appraisal for OGCL concerning the right of holders of shares of FirstMerit Common Stock to require payment of the fair cash value of such shares FirstMerit Common Stock (the “Dissenting Shares”), in accordance with Section 262 Sections 1701.84 and 1701.85 of the DGCL (a “Dissenting Stockholder”) OGCL, shall not be converted into the right to receive the Merger Consideration as provided described in Section 3.11.5(a), unless and until but shall become the right to receive such holder consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL. If such Dissenting Shareholder withdraws its demand for fair cash value or fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior its rights as a dissenting shareholder, in any case pursuant to the Effective Time and held by OGCL, each of such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions Shareholder’s shares 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares FirstMerit Common Stock shall thereupon be treated as if they though such shares of FirstMerit Common Stock had been converted, as of the Effective Time, converted into the right to receive the applicable Merger ConsiderationConsideration pursuant to Section 1.5(a). FirstMerit shall promptly notify Huntington 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 of the OGCL. Prior to the Effective Time, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and FirstMerit shall not, except with Parent’s the prior written consentconsent of Huntington, voluntarily make any payment or commit or agree to make any payment, or settle or commit or offer to settle settle, any such demandsrights of a Dissenting Shareholder asserted under Section 1701.85 of the OGCL.

Dissenters’ Rights. (a) Notwithstanding anything in this agreement to the contrarycontrary herein, Target no Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.12.01, and instead the holders of such Dissenting Shares shall be entitled to such rights as are granted by Section 262 of the DGCL (unless and until such 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, in which case such stockholder shall be entitled to receive the Merger Consideration in accordance with Section 2.01, without interest thereon, in exchange for such shares of Common Stock, and such shares of Common Stock shall no longer be deemed to be Dissenting Shares) 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 (the “Dissenter’s Rights”). In such case, at the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder fails of Dissenting Shares shall cease to have any rights with respect thereto, except with respect to Dissenter’s Rights and as provided in this Section 2.03. Notwithstanding the foregoing, if any such holder shall have failed to timely perfect or shall have otherwise waived, or effectively withdraws withdrawn or otherwise loses lost such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment Dissenter’s Rights, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenter’s Rights, then the right of such holder to be paid the fair value of the Target 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholderholder’s Dissenting Shares under the Dissenter’s Rights shall cease, such shares shall no longer be considered Dissenting Shares for purposes hereof, and such holder’s shares of Common Stock shall thereupon be treated as if they had deemed to have been converted, converted as of the Effective Time, Time into the right to receive the applicable Merger Consideration, without any interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal as provided in Sections 2.01 and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands2.02.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares each share (if any) of Company Stock issued and outstanding immediately prior to before the Effective Time for which the holder has the right to demand, and held by has made a holder who has not voted in favor demand for, appraisal of the Merger and who has delivered a written demand for appraisal for such shares in accordance with share under Section 262 of the DGCL (each a “Dissenting StockholderShare”) shall will not be converted into the right to receive its portion of the Total Final Merger Consideration as provided by this Agreement at or after the Effective Time, and the Company or the Surviving Corporation will therefore have no obligation to pay the portion of the Total Merger Consideration in Section 3.1respect of any such Dissenting Share, unless and until the holder of such holder fails to perfect shares withdraws his or effectively withdraws her demand for dissenters’ rights or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 DGCLbecomes ineligible for dissenters’ rights. If, after the Effective Time, any Dissenting Stockholder such holder fails to perfect or effectively withdraws (or otherwise loses loses) any such Dissenting Stockholder’s right to appraisal, then each such Dissenting Stockholder’s Dissenting Shares shall thereupon share of such holder will be treated as if they a share that had been converted, converted as of the Effective Time, Time into the right to receive its portion of the applicable Total Final Merger ConsiderationConsideration as provided by this Agreement, without interest thereoninterest. Target shall The Company will give Parent (a) prompt notice to Buyer of any written demands for appraisal, withdrawals of demands each demand received by the Company for appraisal and any other instruments served under the DGCLof Company Stock, and (b) Buyer will have the opportunity right to participate in negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCLregarding each such demand. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall The Company will not, except with Parent’s the prior written consentconsent of Buyer (which consent will not be unreasonably withheld, conditioned or delayed), settle or make, or offer to settle or make, any payment regarding any such demandsdemand. Each Person holding of record or beneficially owning Dissenting Shares who becomes entitled under Section 262 of the DGCL and this Section 1.14 to payment of the fair value of such Dissenting Shares (and any other payments required by Section 262 of the DGCL) will receive payment therefor from the Disbursing Agent as provided in Section 1.11(f) and shall contribute to the Escrow Account as provided herein.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares any issued and outstanding immediately prior to the Effective Time and shares of Company Common Stock held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL person (a “Dissenting Stockholder”) who has not voted in favor of, or otherwise consented to, the adoption of this Agreement and who is entitled to and has properly demanded appraisal rights with respect thereto in accordance with Section 262 of the DGCL, has complied in all respects with Section 262 of the DGCL and has not effectively withdrawn such demand (collectively, “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration as provided described in Section 3.11.5(a), unless and until such holder fails person shall have effectively withdrawn or otherwise lost or failed to perfect or effectively withdraws or otherwise loses such holderperson’s right to appraisal or payment under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by , at which time 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been convertedconverted into and become exchangeable for the right to receive, as of the Effective Time, into the Merger Consideration as provided in Section 1.5(a), without interest, payable upon surrender of the Old Certificates (and related documents) in accordance with this Article I, and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each holder of Dissenting Shares shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares unless and until such person shall have effectively withdrawn or otherwise lost or failed to perfect such person’s right to receive appraisal or payment under the applicable Merger Consideration, without interest thereonDGCL. Target Company shall give Parent (a) prompt notice of receiving any written demands for appraisal, withdrawals or attempted withdrawals of demands for appraisal such demands, and any other instruments served under the DGCL, and (b) the opportunity pursuant to participate in and direct all negotiations, proceedings or settlements applicable law with respect to demands for appraisal under rights. Company shall not, except with the DGCL. Target shall not prior written consent of Parent, voluntarily make make, or commit or agree to make, any payment with respect to any appraisal demands for appraisal and shall notappraisal, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and Company capital stock held by a holder who has not voted in favor of the right to dissent to the Merger and who has delivered a written demand for appraisal payment for such shares and properly dissents and demands payment for the fair value of such Company capital stock (“Dissenting Interests”) in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) DGCL, shall not be converted into the right to receive the Merger Consideration as provided set forth in Section 3.11.7, unless and until such holder withdraws, fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under such payment, if any. For the DGCL. A avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, any Dissenting Stockholder may receive payment Interests shall be deemed outstanding for purposes of determining the pro rata share of the fair value Merger Consideration payable to other holders of Company Securities, and the portion of the Target Shares Merger Consideration otherwise allocable to a holder of Dissenting Interests shall not be 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 OAC and shall represent only reduce the right to receive the fair value thereof in accordance with the DGCLoverall Merger Consideration payable under this Agreement. If, after the Effective Time, any Dissenting Stockholder such holder withdraws, fails to perfect or effectively withdraws or otherwise loses any such Dissenting Stockholder’s right to appraisalpayment, such Dissenting Stockholderholder’s Dissenting Shares Interests shall thereupon be treated as if they had having been converted, converted as of the Effective Time, Time into the right to receive the applicable portion of the total Merger ConsiderationConsideration as set forth in this Agreement. At the Effective Time, without interest thereonany holder of Dissenting Interests shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the immediately preceding sentence. Target The Company shall give Parent (a) prompt notice to OAC of any written demands for appraisal, withdrawals of demands received by the Company for appraisal of Company capital stock and any other instruments served under the DGCL, and (b) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and such demand. Except to the extent otherwise required by the DGCL, the Company shall not, except not make any payment or settlement offer prior to the Effective Time with Parent’s prior written consent, settle or offer respect to settle any such demandsdemand unless OAC shall have consented in writing to such payment or settlement offer.

Dissenters’ Rights. Notwithstanding anything in Shares that have not been voted for adoption of this agreement Agreement and with respect to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a holder who which appraisal has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares been properly demanded in accordance with Section 262 of the DGCL (a “Dissenting StockholderShares”) shall will not be converted into the right to receive the Merger Consideration as provided in Section 3.1, at or after the Effective Time unless and until the holder of such Shares (a “Dissenting Stockholder”) withdraws such demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder fails to perfect of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262(k) of the DGCL) or effectively withdraws becomes ineligible for such appraisal, then, as of the Effective Time or otherwise loses the occurrence of such event, whichever last occurs, each of such holder’s right Dissenting Shares will cease to appraisal under the DGCL. A be a Dissenting Stockholder may receive payment Share and will be converted as of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time into 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall The Company will give Parent (a) prompt notice of any written demands for appraisal, attempted withdrawals of such demands for appraisal and any other instruments served under documents received by the DGCLCompany from any Dissenting Stockholder relating to stockholders’ rights of appraisal, and (b) Parent will have the opportunity right to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to such demands for appraisal under except as required by applicable Law. The Company will not, without the DGCL. Target shall prior written consent of Parent (such consent not voluntarily to be unreasonably withheld, conditioned or delayed), make any payment or enter into any agreement with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandsdemands for appraisal.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares of Company Common Stock issued and outstanding immediately prior to the Merger 1 Effective Time and held by a holder who has not voted in favor is entitled to demand and properly demands appraisal of the Merger such Shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who has delivered a written demand for appraisal for such shares complies in accordance with all respects with, Section 262 of the DGCL (a the “Dissenting StockholderAppraisal Rights”) ), shall not be converted into the right to receive the Merger Consideration Consideration, but shall be converted into the right to receive such consideration as provided in may be due such holder pursuant to Section 3.1, 262 of Delaware Law unless and until such holder fails to perfect or effectively perfect, withdraws or otherwise loses such holder’s right to appraisal under such payment or appraisal. From and after the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Merger 1 Effective Time, all a holder of Dissenting Shares shall be cancelled and cease to exist not have and shall represent only not be entitled to exercise any of the right to receive voting rights or other rights of a stockholder of the fair value thereof in accordance with Company or the DGCLIntermediate Surviving Corporation. If, after the Merger 1 Effective Time, any Dissenting Stockholder such holder fails to perfect or effectively perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Stockholder’s right Share and shall be deemed to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, have converted as of the Merger 1 Effective Time, Time into the right to receive the applicable Merger ConsiderationConsideration in accordance with Section 1.6(a), without interest thereoncash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Target The Company shall give Parent (a) prompt notice to Parent of any written demands received by the Company for appraisalappraisal of Shares of Company Common Stock, withdrawals of such demands for appraisal and any other instruments served under pursuant to Delaware Law received by the DGCLCompany, and (b) Parent shall have the opportunity right to participate in control all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under such demands. Prior to the DGCL. Target Merger 1 Effective Time, the Company shall not not, except with the prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandsdemands or agree to do or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target and subject to the provisions of the Stockholder Support Agreements, any Exchanging Company Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor complied with the provisions of Sections 3-203(a)(1)(ii) and 3-203(a)(2) of the Merger MGCL and who as of the Effective Time has delivered a written demand for not withdrawn or forfeited such right to such appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into or represent a right to receive the Merger Consideration, but the holder thereof shall only be entitled to such rights as are granted by the MGCL. If a holder of Exchanging Company Shares who demands appraisal of those Exchanging Company Shares under the MGCL shall effectively withdraw or forfeit (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, those Exchanging Company Shares shall be converted into and represent only the right to receive the Merger Consideration as provided in Section 3.13.1(b)(i), unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under without interest, upon the DGCL. A Dissenting Stockholder may receive payment surrender of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting certificate or certificates representing those Exchanging Company 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give Parent (ai) prompt notice of any written demands for appraisalappraisal of any Exchanging Company Shares, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCL, MGCL received by the Company relating to stockholders' rights of appraisal and (bii) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under the DGCLMGCL. Target The Company shall not not, except with the prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notappraisals of capital stock of the Company, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrarycontrary and to the extent available under the DGCL, Target any Shares issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL stockholder (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided who has neither voted in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment favor of the fair value adoption of this Agreement nor consented thereto in writing and who has demanded properly in writing appraisal for such Shares and otherwise properly perfected and not withdrawn or lost his or her rights (the Target 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 TimeDGCL will not be converted into, all Dissenting Shares shall be cancelled and cease to exist and shall or represent only the right to receive, the Merger Consideration. Such Dissenting Stockholders will be entitled to receive payment of the fair appraised value thereof of Dissenting Shares held by them in accordance with the DGCL. Ifprovisions of such Section 262, after the Effective Time, any except that all Dissenting Stockholder fails Shares held by stockholders who have failed to perfect or who effectively withdraws have withdrawn or otherwise loses lost their rights to appraisal of such Dissenting Stockholder’s right Shares pursuant to appraisal, such Dissenting Stockholder’s Dissenting Shares shall Section 262 of the DGCL will thereupon be treated as if they had deemed to have been convertedconverted into, as of the Effective Time, into and represent the right to receive receive, the applicable Merger Consideration, without interest thereonConsideration in the manner provided in Article II and will no longer be Dissenting Shares. Target shall The Company will give Parent (a) prompt notice of any written demands for appraisal, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to applicable Law received by the DGCL, and (b) Company relating to stockholders’ rights of appraisal. The Company will give Parent the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under appraisal. The Company will not, except with the DGCL. Target shall not voluntarily prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall notappraisals of Dissenting Shares, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a holder No stockholder of Newegg who has not voted in favor of the Merger and who has delivered a written demand for validly exercised its appraisal for such shares in accordance with rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) shall not be converted into the right with respect to receive the Merger Consideration as provided in Section 3.1its Newegg Shares (such shares, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions shall be entitled to receive any portion of the DGCL, provided that LLIT Exchange Shares with respect to the Dissenting Shares owned by such Dissenting Stockholder complies with unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedures set forth in Section 262 of the DGCL. At DGCL with respect to 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses owned by such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target Newegg shall give Parent (a) LLIT prompt notice of any written demands for appraisal, attempted withdrawals of demands for appraisal such demands, and any other instruments served under the DGCL, and (b) the opportunity pursuant to participate in and applicable Laws that are received by Newegg relating to any Dissenting Stockholder’s rights of appraisal. Newegg shall direct all negotiations, negotiations and proceedings or settlements with respect to demands demand for appraisal under the DGCL. Target Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the LLIT Exchange Shares shall not voluntarily make be reduced by the portion of the LLIT Exchange Shares that would otherwise be due to any payment Dissenting Stockholders pursuant to Section 1.6 and Section 1.7 attributable to any Dissenting Shares, and the Dissenting Stockholders shall have no rights to any portion of the LLIT Exchange Shares with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsDissenting Shares.

Dissenters’ Rights. Notwithstanding anything in this agreement any other provision hereof, each outstanding share of Company Common Stock, the holder of which has perfected such holder’s right to the contrary, Target Shares issued dissent under applicable law and outstanding immediately prior to has not effectively withdrawn or lost such right as of the Effective Time and held by a holder who has not voted in favor of (the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting StockholderShares”) ), shall not be converted into the or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as provided in Section 3.1, unless and until are granted by applicable law. The Company shall give Parent prompt notice upon receipt by the Company of any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive demands for payment of the fair value of the Target Shares issued shares of Company Common Stock and outstanding immediately prior to the Effective Time of withdrawals of such notice and held by any other related communications (any shareholder duly making such Dissenting Stockholder (demand being hereinafter called a “Dissenting SharesShareholder”) 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 and Parent shall be cancelled and cease to exist and shall represent only have the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in all discussions, negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under any such demands. The Company shall not, except with the DGCL. Target shall not prior written consent of the Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandsdemand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under applicable law. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation or Parent. If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to such payment at or prior to the Effective Time, such holder’s shares of Company Common Stock shall be converted into a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to such payment after the Effective Time or the Election Deadline, each share of Company Common Stock of such holder shall be treated as Non-Election Shares in accordance with Section 1.05.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares shares of Company Common Stock and Company Preferred Stock, if any, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for of such shares in accordance with Section 262 of the DGCL (a “"Dissenting Stockholder”") shall not be converted into the right to receive the Merger Consideration consideration, as applicable, provided in Section 3.13.2 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s 's right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares shares of Company Common Stock or Preferred Stock, as applicable, 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s 's right to appraisal, such Dissenting Stockholder’s 's Dissenting Shares shall thereupon be treated as if they had been converted, as of the Effective Time, into the right to receive the applicable Merger Consideration, without interest thereonconsideration set forth in Section 3.2 hereof. Target The Company shall give Parent Acquiror (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, DGCL and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target The Company shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s Acquiror's prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in any other provision of this agreement Agreement to the contrary, Target Shares issued and shares of Patapsco Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have filed with Patapsco a holder written objection to the Merger in compliance with applicable Maryland law and who has shall have not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares or consented thereto in accordance with Section 262 writing (collectively, the DGCL (a “Dissenting StockholderDissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.1, unless Consideration. Such stockholders instead shall be entitled to demand and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and such shares held by such Dissenting Stockholder (“Dissenting Shares”) them in accordance with the provisions of the DGCLMGCL, provided except that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Dissenters’ Shares held by stockholders who 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 Dissenting Stockholder fails have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares lost their rights as dissenting stockholders under the MGCL shall thereupon be treated as if they had deemed to have been convertedconverted into and to have become exchangeable, as of the Effective Time, into for the right to receive the applicable Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7 of the Certificate(s) that, immediately prior to the Effective Time, evidenced such shares. Target Patapsco shall give Parent Newco (ai) prompt notice of any objections to the Merger, written demands for appraisalpayment of fair value of any shares of Patapsco Common Stock, attempted withdrawals of such demands for appraisal and any other instruments served under pursuant to the DGCL, MGCL and received by Patapsco relating to stockholders’ dissenters’ rights and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCLMGCL consistent with the obligations of Patapsco thereunder. Target Patapsco shall not voluntarily not, except with the prior written consent of Newco, (x) make any payment with respect to any appraisal demands for appraisal and shall notsuch demand, except with Parent’s prior written consent, settle or (y) offer to settle or settle any such demandsdemand for payment of fair value or (z) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the MGCL.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Any Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s but shall instead be converted into the right to appraisal receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to applicable law. Target agrees that, except with the prior written consent of Acquiror, or as required under applicable law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares who, pursuant to the DGCL. A Dissenting Stockholder may receive provisions of applicable law, becomes entitled to payment of the fair value for shares of the Target Shares issued and outstanding immediately prior Capital Stock shall receive payment therefor (but only after such value shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails Shares shall lose their status as Dissenting Shares, Acquiror shall issue and deliver, upon surrender by such holder of certificate or certificates representing shares of Target Capital Stock, the Merger Consideration to perfect which such holder would otherwise be entitled under this Section 1.6 and the Certificate of Merger, as and when such holder becomes so entitled thereto. To the extent that Acquiror, the Surviving Corporation or effectively withdraws the Target (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise loses would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any Losses (including attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Dissenting Share Payments”), Acquiror shall be entitled to recover from the Earn-Out Consideration the amount of such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsShare Payments.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target Shares issued and shares of RE3W Capital Stock that are outstanding immediately prior to the Effective Time and which are held of record by a holder stockholders who has have not voted in favor of the Merger or consented thereto in writing and who has delivered a written demand for have demanded properly in writing appraisal for such shares in accordance with Section 262 Article 83 of the DGCL Act (a “collectively, the "Dissenting Stockholder”Shares") shall not be converted into or represent the right to receive the Merger Consideration as provided set forth in Section 3.1, unless and until 1.3. Such stockholders shall be entitled to receive such holder fails consideration as is determined to perfect or effectively withdraws or otherwise loses such holder’s right be due with respect to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) Shares in accordance with the provisions of the DGCLAct, provided except that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares held by stockholders who 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 Dissenting Stockholder fails have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses lost their rights to appraisal of such Dissenting Stockholder’s right to appraisalshares under applicable provisions of the Act, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been convertedconverted into and to have become exchangeable for, as of the Effective Time, into the right to receive the applicable Merger Considerationshares of Acquirer Common Stock specified in Section 1.2(a), without any interest thereon, upon surrender, in the manner provided in Section 1.2(b). Target RE3W shall give Parent Acquirer (ai) prompt notice of any written demands for appraisalappraisal received by RE3W, withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCL, Act and received by RE3W and (bii) the opportunity to participate in direct and direct control all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under the DGCLAct. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and RE3W shall not, except with Parent’s the prior written consentconsent of Acquirer, settle or offer to settle any such appraisal demands.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Any Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration Consideration, if any, as provided set forth in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 3.1 but shall instead 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, as of the Effective Time, converted into the right to receive the applicable Merger Consideration, without interest thereonsuch consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Corporate Law. Target The Company shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands demand for appraisal and any other instruments served under received by the DGCLCompany pursuant to Delaware Corporate Law, and (b) the opportunity to participate in control all negotiations and direct all negotiations, proceedings or settlements with respect to such demands for appraisal and (c) the opportunity to review and comment on all dissenters’ rights notices and other communications to the stockholders of the Company with respect to dissenters’ rights. Company agrees that, except with the prior written consent of Parent, or as required under the DGCL. Target shall Delaware Corporate Law, it will not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandsdemand. Each holder of Dissenting Shares (each a “Dissenting Shareholder”) who, pursuant to the provisions of Delaware Corporate Law, becomes entitled to payment of the fair value of such shares of Company’s capital stock shall receive payment therefor (but only after the value thereof shall have been agreed upon or finally determined pursuant to the provisions of Delaware Corporate Law), with interest paid thereon only to the extent required by Delaware Corporate Law. If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent shall issue and deliver on such conditions and at such times as shall be required herein, upon surrender by such shareholder of the certificate or certificates representing such shares of Company capital stock as set forth in Section 3.7, the consideration, if any, to which such shareholder would otherwise be entitled pursuant to Section 3.1 with respect to such shares.

Dissenters’ Rights. Notwithstanding anything in this agreement Section 3.1(a), to the contraryextent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, Target Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and who has delivered a written perfected his or her demand for appraisal for such shares in accordance with rights under Section 262 of the DGCL (a “the "Dissenting Stockholder”) Shares"), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1Consideration, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under but the DGCL. A Dissenting Stockholder may receive payment holders of the fair value of the Target 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 Shares shall be entitled to receive such Dissenting Stockholder complies with consideration as shall be determined pursuant to Section 262 of the DGCL. At the Effective Time; provided, all Dissenting Shares however, that if any such holder 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 Dissenting Stockholder fails have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses such Dissenting Stockholder’s lost his or her right to appraisalappraisal and payment under the DGCL, such Dissenting Stockholder’s Dissenting Shares holder's shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted, converted as of the Effective Time, Time into the right to receive the applicable Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. Target Any payments required to be made with respect to the Dissenting Shares shall be made by Parent (and not the Company or Merger Sub). The Company will give Parent (ai) prompt written notice of any written demands demand for appraisalappraisal of any shares of Company Common Stock, any withdrawals of demands for appraisal such demands, and any other instruments served under communications received by the DGCLCompany in respect of the demand, withdrawal, or perfection of appraisal rights and (bii) the opportunity to participate in conduct jointly all negotiations and direct all negotiations, proceedings or settlements with respect to such demands for appraisal of any shares of Company Common Stock under the DGCL. Target shall not The Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, Dissenting Shares or settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares if required by the IBCL (but only to the extent required thereby) shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL Shareholder (a “Dissenting StockholderShareholder”) who properly exercises dissenters rights thereto in accordance with Chapter 44 of the IBCL (“Dissenting Shares”) shall not be converted as described in Section 2.6(c), but shall be converted into the right to receive payment of the Merger Consideration as provided appraised value of such shares in Section 3.1accordance with the provisions of Chapter 44 of the IBCL, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCLIBCL. A Dissenting Stockholder may receive payment On the Closing Date an amount of the fair value of Closing Cash Consideration shall be withheld by Parent from the Target Shares issued and outstanding immediately prior Aggregate Merger Consideration payable under this Agreement equal to the Effective Time and held number of Dissenting Shares multiplied by such Dissenting Stockholder the Per Share Merger Consideration (“Dissenting SharesShare Amount”) 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 Dissenting Stockholder Shareholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisalright, each share of such Dissenting Stockholder’s Dissenting Shares Shareholder shall thereupon be treated as if they had been converted, converted as of the Effective Time, Time into the right to receive the applicable Per Share Merger Consideration, without any interest thereon. Target The Company shall give Parent (ai) prompt notice of any written demands received by the Company for appraisalappraisal of shares, or any withdrawals of demands for appraisal and such demands, (which notice shall in no event be given later than two business days after receipt by the Company of any other instruments served under the DGCL, such demand) and (bii) the opportunity right to participate in and, in Parent’s sole and exclusive discretion, direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under any such demands. The Company shall not, without the DGCL. Target shall not voluntarily prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consentor settle, settle or offer to settle or otherwise negotiate, any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares any shares of Company Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of consented to the Merger and who has delivered a written demand for appraisal for of such shares in accordance with Section 262 of the DGCL (each, a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, attributable to such shares unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares shares of Company Stock 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 the applicable provisions of the DGCL. At the Effective Time, all Dissenting Shares shall be cancelled canceled 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereonConsideration attributable to such shares. Target The Company shall give Parent (ai) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (bii) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target The Company shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a holder Shareholder who has not voted (a) is entitled to demand and properly demands appraisal of such Shares pursuant to and (b) complies in favor all respects with, the provisions of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 of the DGCL (a “the "Dissenting Stockholder”Shareholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration thereon (the "Dissenting Shares"), but instead such Dissenting Shareholder shall be entitled to receive such consideration as provided may be determined to be due to such Dissenting Shareholder pursuant to 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 Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights set forth in Section 3.1262 of the DGCL), unless and until such holder fails Dissenting Shareholder shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses such holder’s right lost rights to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior 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 the Company shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance not, except with the DGCL. Ifprior written consent of Parent, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demand for payment of fair value of Dissenting Shares. Prior to the Effective Time, the Company shall give Parent notice thereof as promptly as reasonably practicable and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Shareholder shall be canceled and converted into and represent the right to receive the Merger Consideration pursuant to Section 4.1 and Parent shall remain liable for payment of the Merger Consideration for such Shares.

Dissenters’ Rights. Notwithstanding anything in Shares of Company Common Stock that have not been voted for adoption of this agreement Agreement and with respect to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for which appraisal for such shares must have been properly demanded in accordance with Section 262 1701.85 of the DGCL OGCL (a “"Dissenting Stockholder”Shares") shall will not be converted into the right to receive the Merger Consideration as provided in Section 3.1, at or after the Effective Time unless and until the holder of such holder shares (a "Dissenting Shareholder") fails to perfect or effectively withdraws or otherwise loses such holder’s 's right to appraisal under dissent from the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) Merger in accordance with the provisions OGCL. Each Dissenting Shareholder shall be entitled to receive only the payment provided by Section 1701.85 of the DGCL, provided that OGCL with respect to shares of Company Common Stock owned by such Dissenting Stockholder complies with Section 262 Shareholder. If a holder of Dissenting Shares so fails to perfect, effectively withdraws or otherwise becomes ineligible for such appraisal, then, as of the DGCL. At Effective Time or the Effective Timeoccurrence of such event, all whichever last occurs, each of such holder's Dissenting Shares shall be cancelled and will cease to exist be a Dissenting Share and shall will be converted into and represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereonand less any required withholding Taxes, upon the surrender of the Certificates representing such shares. Target The Company shall give Parent (a) prompt written notice of any written demands for appraisalby Dissenting Shareholders received by the Company or the Surviving Corporation, withdrawals of demands for appraisal such demands, and any other instruments served under on the DGCLCompany or the Surviving Corporation and any material correspondence received by the Surviving Corporation or the Company in connection with such demands. After the Effective Time, Parent shall conduct all negotiations and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCLOGCL and the Company will be entitled to participate in such negotiations only as and to the extent requested by Parent. Target The Company shall not voluntarily not, except with the prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall notof Dissenting Shares, except with Parent’s prior written consent, settle compromise or offer to settle or settle any such demands or approve any withdrawal of any such demands. Any funds paid to Dissenting Shareholders shall be paid out of the Exchange Fund to the extent such payment is equal to or less than the Merger Consideration and, if greater, the excess shall be paid out of the assets of the Surviving Corporation.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Plan of Merger to the contrary, Target any Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of demanded and perfected the Merger and who has delivered a written demand right, if any, for appraisal for such shares of those Shares in accordance with Section 262 the DGCL provisions of Article 13 of the GBCC and as of the Effective Time has not withdrawn or lost such right to such appraisal (a “"Dissenting Stockholder”Shares") shall not be converted into or represent a right to receive a cash payment pursuant to Section 2.1(c)(i), but the holder shall only be entitled to such rights as are granted by the GBCC. If a holder of Shares who demands appraisal of those Shares under the GBCC shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, those Shares shall be converted into and represent only the right to receive the Merger Consideration as provided in Section 3.12.1(c)(i), unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under without interest, upon the DGCL. A Dissenting Stockholder may receive payment surrender of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting certificate or certificates representing those 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent Acquirer (ai) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCL, GBCC received by Target relating to shareholders' rights of appraisal and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCLGBCC. Target shall not not, except with the prior written consent of Acquirer, voluntarily make any payment with respect to any appraisal such demands for appraisal and shall notappraisals of capital stock of Target, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and any shares of Company Capital Stock held by a holder who has not voted in favor of the Merger demanded and who has delivered a written demand perfected such holder’s right for appraisal for of such shares in accordance with Section 262 Arizona Law and who, as of the DGCL Effective Time, has not effectively withdrawn or lost such right to appraisal (a “Dissenting StockholderShares”) ), if any, shall not be converted into the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Arizona Law. Company shall give Parent prompt notice of any demand received by Company to require Company to purchase shares of Company Capital Stock, and Parent shall have the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal direct and participate in all negotiations and proceedings with respect to such demand. Company agrees that, except with the prior written consent of Parent, or as required under Arizona Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares (“Dissenting Shareholder”) who, pursuant to the DGCL. A Dissenting Stockholder may receive provisions of Arizona Law, becomes entitled to payment of the fair value for shares of Company Capital Stock shall receive payment therefor (but only after the Target Shares issued and outstanding immediately prior value therefor shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated lose their status as if they had been convertedDissenting Shares, as Parent shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Company Capital Stock, the portion of the Effective Time, into Merger Consideration to which such shareholder would otherwise be entitled under this Section 1.6 less the right portion of the Merger Consideration allocable to receive such shareholder that has been deposited in the applicable Merger Consideration, without interest thereon. Target shall give Parent (aEscrow Fund pursuant to Section 1.7(i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsArticle VIII hereof.

Dissenters’ Rights. Notwithstanding anything in this agreement contained herein to the contrary, Target any Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as cash amount provided for in Section 3.11.9(a), unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s but shall instead be converted into the right to appraisal under receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the DGCLOGCL. A Each holder of Dissenting Stockholder may Shares who, pursuant to the provisions of the OGCL, becomes entitled to payment thereunder for such shares shall receive payment of therefor from the fair value of Disbursement Agent in an amount that does not exceed the Target amount that otherwise would have been paid under Section 1.9 if such shares were not Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of OGCL (but only after the DGCL, provided that value therefor shall have been agreed upon or finally determined pursuant to 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting 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, converted into the right to receive the cash payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and the Disbursement Agent shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable Merger Considerationtime or times specified in Section 1.10(c), without interest thereonfollowing the satisfaction of the applicable conditions set forth in Section 1.10(c), the amount of cash to which such holder would be entitled in respect thereof under this Section 1.9 as if such shares never had been Dissenting Shares. Target Holdco shall give Parent (a) Acquiror prompt notice of any written demands for appraisalappraisal or purchase received by Holdco, withdrawals of demands for appraisal such demands, and any other instruments served pursuant to the OGCL and received by Holdco. Holdco shall not, except with the prior written consent of Acquiror, which consent shall not be unreasonably withheld, or as otherwise required under the DGCLOGCL, and (b) the opportunity voluntarily make any payment or offer to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandsclaim or demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to the Holdco Shareholders (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.9(c) and under the OGCL) shall not be affected by the exercise or potential exercise of appraisal rights under the OGCL by any other Holdco Shareholder.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, 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 a holder holders of such Shares who has have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has delivered a written demand for have properly exercised appraisal for such shares rights with respect thereto in accordance with with, and who have complied with, Section 262 of the DGCL (a the “Dissenting StockholderShares”) shall will not be converted into the right to receive the Merger Consideration as provided 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 3.1, 262 unless and until any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right its rights to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder such holder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisalright, such Dissenting Stockholder’s Dissenting Shares shall will thereupon be treated as if they had been convertedconverted into and have become exchangeable for, as of at the Effective Time, into the right to receive the applicable Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. Target 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 immediately preceding sentence. The Company will give Parent (ai) prompt notice of any written demands received by the Company for appraisal, withdrawals appraisals of demands for appraisal and any other instruments served under the DGCL, Shares and (bii) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under such notices and demands. The Company shall not, except with the DGCL. Target shall not voluntarily prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 the Shares held by each Dissenting Shares Stockholder shall be cancelled converted into and cease become exchangeable for and be entitled to exist receive only the payment provided by Section 262 of the DGCL with respect to the Shares owned by such Dissenting Stockholder unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such Person’s right to dissent from the Merger under the DGCL, at which time such Person’s Shares shall represent only the right to receive (after giving effect to any required tax withholdings as provided in Section 4.7) the fair value thereof Per Share Merger Consideration payable in accordance with the DGCLrespect of any such Person’s Shares (without interest thereon, upon due surrender of their Certificate (or effective affidavits of loss in lieu thereof)). If, after the Effective Time, If any Person who otherwise would be deemed a Dissenting Stockholder fails shall have failed to properly perfect or shall have effectively withdraws withdrawn or otherwise loses such Dissenting Stockholder’s lost the right to appraisaldissent with respect to any Shares, such Dissenting Stockholder’s Dissenting Person shall forfeit the right to appraisal of such Shares and such Shares shall thereupon be treated as if they had deemed to have been converted, as of the Effective Time, into and represent the right to receive the applicable Per Share Merger Consideration, without interest thereonConsideration payable in respect of such Shares. Target The Company shall give Parent (a) prompt notice of any written demands for appraisal, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to applicable law received by the DGCL, Company relating to stockholders’ rights of appraisal and (b) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands demand for appraisal under the DGCL. Target The Company shall not not, except with the prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notappraisals of Dissenting Shares, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target Shares issued and any shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of demanded and perfected the Merger and who has delivered a written demand right for appraisal for such of those shares of Company Common Stock in accordance with the provisions of Section 262 of Delaware Law and as of the DGCL Effective Time has not withdrawn or lost such right to such appraisal (a “"Dissenting Stockholder”---------- Shares") shall not be converted into or represent a right to receive the ------ Merger Consideration pursuant to Section 1.6(b), but the holder shall only be entitled to such rights as are granted by Delaware Law. If a holder of shares of Company Common Stock who demands appraisal of those shares under Delaware Law shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time or the occurrence of such event, whichever occurs later, each such share of Company Common Stock shall be converted into and represent the right to receive the Merger Consideration as provided in Section 3.11.6(b), unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under without interest, upon the DGCL. A Dissenting Stockholder may receive payment surrender of the fair value of the Target 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 DGCLcertificate or certificates representing those shares. 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give Parent Transworld: (ai) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to Delaware Law and received by the DGCL, Company relating to stockholders' rights of appraisal and (bii) the opportunity authority to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under Delaware Law. The Company shall not, except with the DGCL. Target shall not prior written consent of Transworld, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notappraisals of shares of Company Common Stock, except with Parent’s prior written consent, offer to settle or offer to settle any such demands, or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in any other provision of this agreement Agreement to the contrary, Target Shares issued and shares of Eagle Common Stock that are outstanding immediately prior to the Effective Time and which are held by a holder shareholders who has shall have not voted in favor of the Merger or consented thereto in writing and who has properly shall have delivered a written notice to Eagle before the vote is taken of the shareholders’ intent to demand for appraisal payment for such shares in accordance with Section 262 the DGCL KBCA (a collectively, the “Dissenting StockholderDissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration, provided that all such Dissenters’ Shares shall cause a reduction at the Closing in the Cash Consideration as portion of the Merger Consideration to the extent provided in Section 3.1, unless and until such holder fails 2.5. Such shareholders instead shall be entitled to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and such shares held by such Dissenting Stockholder (“Dissenting Shares”) them in accordance with the provisions of the DGCLKBCA, provided except that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Dissenters’ Shares held by shareholders who 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 Dissenting Stockholder fails have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses lost their rights to appraisal of such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shares under the KBCA shall thereupon be treated as if they had deemed to have been convertedconverted into and to have become exchangeable, as of the Effective Time, into for the right to receive the applicable Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7 of the Certificate(s) that, immediately prior to the Effective Time, evidenced such shares. Target Eagle shall give Parent Community Trust (ai) prompt notice of any written demands for appraisalpayment for any shares of Eagle Common Stock, attempted withdrawals of such demands for appraisal and any other instruments served under pursuant to the DGCLKBCA and received by Eagle relating to shareholders’ dissenters’ rights, and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCLKBCA consistent with the obligations of Eagle thereunder. Target Eagle shall not voluntarily not, except with the prior written consent of Community Trust, (a) make any payment with respect to any appraisal demands for appraisal and shall notsuch demand, except with Parent’s prior written consent, settle or (b) offer to settle or settle any such demandsdemand for payment or (c) waive any failure to timely deliver a written demand for payment or timely take any other action to perfect dissenters’ rights in accordance with the KBCA.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target any Dissenters’ Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into or represent a right to receive any Per Common Consideration, Per Series A Consideration or Per Series B Consideration, but the holder of such Dissenters’ Shares shall only be entitled to such rights as are granted by the IBCL. If a holder of shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock who demands appraisal of such shares under the IBCL shall effectively withdraw or otherwise lose (through failure to perfect or otherwise) the right to receive the Merger Consideration appraisal, then, as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by or the occurrence of such Dissenting Stockholder event, whichever last occurs, (“Dissenting Shares”a) in accordance with the provisions each such share of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Shares Company Common Stock shall be cancelled converted into and cease to exist and shall represent only the right to receive the fair value thereof in accordance with Per Common Consideration, without interest, upon the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, as surrender of the Effective Timecertificate representing such share of Company Common Stock, (b) each such share of Series A Preferred Stock shall be converted into and represent only the right to receive the applicable Merger Per Series A Consideration, without interest thereoninterest, upon the surrender of the certificate representing such share of Series A Preferred Stock and (c) each such share of Series B Preferred Stock shall be converted into and represent only the right to receive the Per Series B Consideration, without interest, upon the surrender of the certificate representing such share of Series B Preferred Stock. Target The Company shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands demand for appraisal of any shares of Company Common Stock or Company Preferred Stock, any attempted withdrawal of any such demand and any other instruments instrument served under pursuant to the DGCLIBCL received by the Company relating to shareholders’ rights of appraisal. The Company shall not, and (b) except with the opportunity to participate in and direct all negotiationsprior written consent of Parent, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notof Shares, except with Parent’s prior written consent, settle or offer to settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in Any provision of this agreement Agreement to the contrarycontrary notwithstanding, 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 a holder holders of such Shares who has not voted have properly exercised appraisal rights with respect thereto in favor of the Merger accordance with, and who has delivered a written demand for appraisal for such shares in accordance with have complied with, Section 262 of the DGCL (a the “Dissenting StockholderShares”) shall will not be converted into the right to receive the Merger Consideration as provided 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 3.1, 262 unless and until any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right its rights to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder such holder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisalright, such Dissenting Stockholder’s Dissenting Shares shall will thereupon be treated as if they had been convertedconverted into and have become exchangeable for, as of at the Effective Time, into the right to receive the applicable Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. Target 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 will give Parent (ai) prompt notice of any written demands received by the Company for appraisalappraisals of Shares, withdrawals any withdrawal of demands for appraisal any such demand and any other instruments served under demand, notice or instrument delivered to the DGCL, Company prior to the Effective Time that relate to such demand and (bii) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under such notices and demands. The Company shall not, except with the DGCL. Target shall not voluntarily prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a Any holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right Seller Common Stock otherwise entitled to receive the Merger Consideration as provided in Section 3.1, unless and until such holder fails for each of his or her shares shall be entitled to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive demand payment of the fair cash value of such shares as specified in the Target Shares issued and outstanding immediately prior to MGLA if the Effective Time and held by such Dissenting Stockholder (“holder follows the procedures specified in the statutes. Those shares shall hereafter be specified as "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 ." Any 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. Ifnot, after the Effective Time, be entitled to vote for any Dissenting Stockholder purpose or receive any dividends or other distributions and shall not be converted into cash as provided in Section 1.03 hereof; provided, however, that shares of Seller Common Stock held by a dissenting shareholder who subsequently withdraws a demand for payment, fails to perfect or effectively withdraws comply fully with the requirements of the MGLA, or otherwise loses such Dissenting Stockholder’s right fails to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, as of the Effective Time, into establish the right of such shareholder to receive be paid the applicable Merger Consideration, without interest thereonfair cash value of such shareholder's shares under the MGLA shall be deemed to be converted into cash pursuant to the terms and conditions specified herein. Target Seller shall give Parent (a) Purchaser prompt notice of any written demands for appraisalappraisal of any shares of Seller Common Stock, attempted withdrawals of demands for appraisal any such demands, and any other instruments served under pursuant to the DGCLMGLA and received by Seller relating to shareholders' rights of appraisal. Seller shall not, and (b) except with the opportunity to participate in and direct all negotiationsprior written consent of Purchaser, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notappraisals of any shares of Seller Common Stock, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and Any shares held by a holder of Company Capital Stock who has not voted in favor shall have taken the necessary steps to seek appraisal of the Merger and who has delivered a written to demand for appraisal payment for such shares in accordance with Section 262 of Common Stock pursuant to the DGCL dissenter's rights provisions of applicable law and regulations (each such holder a “"Dissenting Stockholder”," and the shares subject to such demand the "Dissenting ---------------------- ---------- Shares") shall not be converted into the right to receive Buyer Common Stock at ------ or after the Merger Consideration as provided in Section 3.1, Effective Time unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive withdraws his or her demand for such appraisal and payment with the consent of the fair value Buyer or the Company, if such consent is required, or becomes ineligible for such appraisal and payment. If a holder of Dissenting Shares shall withdraw in writing his or her demand for such appraisal and payment with the consent of the Target Shares issued Buyer or the Company, if such consent is required, or shall become ineligible for such appraisal and outstanding immediately prior payment (through failure to comply with the requirements of applicable law therefor or otherwise), then, as of the later of the Effective Time and held by or the occurrence of such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCLevent, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all holder's Dissenting Shares shall be cancelled automatically converted into and cease to exist and shall represent only the right to receive the fair value thereof Buyer Common Stock in accordance with the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, this Section 2.2(i) (without interest thereon). Target The Company shall give Parent (a) the Buyer prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under pursuant to applicable law or regulations that are received by the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings Company or settlements with respect to demands for appraisal under the DGCLits representatives. Target The Company shall not voluntarily make any payment with respect to any appraisal such demands for appraisal and shall not, except with Parent’s the prior written consentconsent of the Buyer, settle or offer to settle any such demands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under the provisions of applicable law and regulations. Dissenting Shares shall not, after the Effective Time, be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except any such dividends or other distributions as may have been payable to the stockholders of the Buyer of record prior to the Effective Time).

Dissenters’ Rights. Notwithstanding anything to the contrary contained in this agreement to Agreement, any shares ("Dissenting Shares") of NDI Common Stock which are held by any holder of NDI Shares ("NDI Shareholder") who has properly asserted his or its dissenter's rights under the contrary, Target Shares issued and outstanding immediately VSCA (a "Dissenting Shareholder") prior to the Effective Time and held by a holder who has shall not voted be converted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) Consideration but shall not instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Merger Consideration as provided in Section 3.1VSCA. NDI shall give the Corporation prompt notice of any demand received by NDI to require NDI to purchase shares of NDI Common Stock, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s the Corporation shall have the right to appraisal direct and participate in all negotiations and proceedings which respect to such demand. NDI agrees that, except with the prior written consent of the Corporation, or as required under the DGCLVSCA, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. A Each Dissenting Stockholder may receive Shareholder who, pursuant to the VSCA, becomes entitled to payment of the fair value for shares of NDI Common Stock shall receive payment therefor (but only after the Target Shares issued and outstanding immediately prior value therefor shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon lose their status as Dissenting Shares, the Corporation shall issue and deliver, upon surrender by such NDI Shareholder of a certificate or certificates representing shares of NDI Common Stock, the Merger Consideration to which such NDI Shareholder would otherwise be treated entitled under this Article III, less the Merger Consideration allocable to such NDI Shareholder that has been deposited in the Escrow Fund (as if they had been converteddefined in Section 3.8(b), as below) in respect of the Effective Time, into the right such shares of NDI Common Stock pursuant to receive the applicable Merger Consideration, without interest thereon. Target shall give Parent (aSection 3.8(i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsSection 10.1 hereof.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted that is entitled to demand and properly exercises such holder’s right of dissent with respect to such shares pursuant to, and that complies in favor all respects with, the Dissenters’ Rights Statute of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 VSCA (the DGCL (a “Dissenting StockholderDissenters’ Shares”) shall not be converted into the right to receive the Merger Per Share Consideration as provided in Section 3.11.10(c), unless and until but, instead, such holder fails shall be entitled to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under rights (but only such rights) as are granted by the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 DGCLDissenters’ Rights Statute. At the Effective Time, all Dissenting Dissenters’ Shares no longer shall be outstanding and automatically shall be cancelled and shall cease to exist exist, and, except as otherwise provided by applicable law, each holder of Dissenters’ Shares shall cease to have any rights with respect thereto other than such rights as are granted by the Dissenters’ Rights Statute. Notwithstanding the foregoing, if any such holder shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to dissent under the Dissenters’ Rights Statute or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenters’ Rights Statute, then the rights of such holder under the Dissenters’ Rights Statute shall cease and such Dissenters’ Shares shall be deemed to have been converted at the Effective Time into, and shall represent only have become, the right to receive the fair value thereof Per Share Consideration as provided in accordance with Section 1.10(c), in the DGCLcase of shares of Company Common Stock. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give notice to Parent (a) prompt notice of any written demands for appraisal, withdrawals exercise of demands for appraisal and rights of dissent of any other instruments served under the DGCLshares of Company Common Stock, and (b) Parent shall have the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under such exercises of rights of dissent. Prior to the DGCL. Target Effective Time, the Company shall not voluntarily not, without the prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandsclaim by any holder that has exercised its rights of dissent.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, at or after the Effective Time unless and until the holder of such holder fails Dissenting Shares withdraws his or her demand for appraisal and payment with respect to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under Dissenting Shares with the DGCL. A Dissenting Stockholder may receive payment consent of the fair value Acquiror or TW Holding, if such consent is required, or becomes ineligible for such appraisal and payment. If a holder of Dissenting Shares shall withdraw in writing his or her demand for such appraisal and payment with the consent of the Target Shares issued Acquiror or TW Holding, if such consent is required, or shall become ineligible for such appraisal and outstanding immediately prior payment (through failure to comply with the requirements of applicable law therefor or otherwise), then, as of the later of the Effective Time and held by or the occurrence of such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCLevent, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all holder's Dissenting Shares shall automatically be cancelled converted into 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, Consideration (without interest thereon). Target TW Holding shall give Parent (a) the Acquiror prompt notice of any written demands for such appraisal, withdrawals of demands for such appraisal and any other instruments served under the DGCL, and (b) the opportunity pursuant to participate in and direct all negotiations, proceedings applicable law that are received by TW Holding or settlements with respect to demands for appraisal under the DGCLits representatives. Target TW Holding shall not voluntarily make any payment with respect to any appraisal such demands for appraisal and shall not, except with Parent’s the prior written consentconsent of the Acquiror, settle or offer to settle any such demands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under the provisions of applicable law and regulations. Dissenting Shares shall not, after the Effective Time, be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except any such dividends or other distributions as may have been payable to the shareholders of TW Holding of record prior to the Effective Time).

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares any issued and outstanding immediately prior to the Effective Time and Commercial Bancshares Shares held by a holder person (a “Dissenting Shareholder”) who has not voted in favor of, or consented to, the adoption of this Agreement and has complied with all the provisions of the Merger and who has delivered a written demand for appraisal for OGCL concerning the right of holders of Commercial Bancshares Shares to require payment of the fair cash value of such shares Commercial Bancshares Shares (the “Dissenting Shares”), in accordance with Section 262 Sections 1701.84 and 1701.85 of the DGCL (a “Dissenting Stockholder”) shall OGCL, will not be converted into the right to receive the Merger Consideration consideration as provided described in Section 3.11.5(a), unless and until but will become the right to receive such holder consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in Section 1701.85 of the OGCL. If such Dissenting Shareholder withdraws its demand for fair cash value or fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior its rights as a dissenting shareholder, in any case pursuant to the Effective Time and held by OGCL, each of 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 Shareholder’s Commercial Bancshares 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon will be treated as if they though such Commercial Bancshares Shares had been converted, as of the Effective Time, converted into the right to receive the applicable Merger ConsiderationStock Consideration and/or Cash Consideration as determined in First Defiance’s sole discretion. Commercial Bancshares will promptly notify First Defiance 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 of the OGCL. Prior to the Effective Time, without interest thereon. Target shall give Parent (a) prompt notice Commercial Bancshares will not, except with the prior written consent of any written demands for appraisalFirst Defiance, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect or commit or agree to make any appraisal demands for appraisal and shall notpayment, except with Parent’s prior written consent, or settle or commit or offer to settle settle, any such demandsrights of a Dissenting Shareholder asserted under Section 1701.85 of the OGCL.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrarySection 1.9(a), Target any Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided for in Section 3.11.9(a), but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the MBCA, unless and until such holder fails to perfect or effectively perfect, withdraws or otherwise loses such holder’s forfeits a right to appraisal under dissent pursuant to the DGCLMBCA. A Each holder of Dissenting Stockholder may Shares who, pursuant to the provisions of the MBCA, becomes entitled to payment thereunder for such shares shall receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) therefor in accordance with the provisions of MBCA (but only after the DGCL, provided that value therefor shall have been agreed upon or finally determined pursuant to 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 DGCLprovisions). If, after the Company Shareholder Approval and before the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting 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, converted into the right to receive the Merger Consideration payable pursuant to Section 1.9(a) in respect of such shares as if such shares never had been Dissenting Shares, and the 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(c), following the satisfaction of the applicable conditions set forth in Section 1.10(c), the amount of Merger Consideration, without interest thereonConsideration to which such holder would be entitled in respect thereof under this Section 1.9 as if such shares never had been Dissenting Shares. Target The Company shall give Parent (a) the Acquiror prompt notice of any written demands for appraisal, withdrawals of demands for appraisal or purchase received by the Company and any other instruments served withdrawals of such demands. The Company shall not, except with the prior written consent of the Acquiror (which consent shall not be unreasonably withheld or delayed), or as otherwise required under the DGCLMBCA, and (b) the opportunity voluntarily make any payment or offer to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandsclaim or demand in respect of any Dissenting Shares.

Dissenters’ Rights. Notwithstanding anything in Any provision of this agreement Agreement to the contrarycontrary notwithstanding, 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 and that are held by a holder holders of such Shares who has have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has delivered a written are entitled to demand for and who have properly exercised appraisal for such shares rights with respect thereto in accordance with with, and who have complied with, Section 262 of the DGCL (a the “Dissenting StockholderShares”) shall will not be converted into the right to receive the Merger Consideration Consideration, but instead holders of such Dissenting Shares will be entitled to such rights (and only such rights) as provided in are granted by the provisions of Section 3.1, 262 unless and until any such holder fails to perfect or effectively withdraws, waives or loses its rights to appraisal under the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the provisions of Section 262. If any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisalright, such Dissenting Stockholder’s Dissenting Shares shall will thereupon be treated as if they had been convertedconverted into and have become exchangeable for, as of at the Effective Time, into the right to receive the applicable Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. Target 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 will give Parent (a) prompt notice of any written demands received by the Company for appraisalappraisals of Shares, attempted withdrawals of such demands for appraisal and any other instruments served under pursuant to the DGCLDGCL and received by the Company relating to stockholders’ rights of appraisal, Parent shall have the right to conduct all negotiations and (b) proceedings with respect to such notices and demands and the Company shall have the opportunity to participate in (but not control) such negotiations and direct all negotiationsproceedings at its own cost. The Company shall not, proceedings except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or settlements with respect delayed), voluntarily make or agree to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notor settle, except with Parent’s prior written consent, settle or offer to settle agree to settle, any such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target Shares issued and any shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of demanded and perfected the Merger and who has delivered a written demand right, if any, for appraisal for such of those shares in accordance with Section 262 the DGCL provisions of Sections 623 and 910 of the NYBCL and as of the Effective Time has not withdrawn or lost such right to such appraisal (a “"Dissenting Stockholder”Shares") shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 1.6, but the holder shall only be entitled to such rights as are granted by the NYBCL. If a holder of shares of Company Common Stock who demands appraisal of those shares under the NYBCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to receive the Merger Consideration appraisal, then, as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by or the occurrence of such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCLevent, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Timewhichever last occurs, all Dissenting Shares those shares shall be cancelled converted into and cease to exist and shall represent only the right to receive the fair value thereof Small Holder Cash Consideration or the Large Holder Cash Consideration and Notes, as the case may be, as provided in accordance Section 1.6, without interest, upon compliance with the DGCLprovisions, and subject to the limitations, of Section 1.8. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give Parent (a) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCLNYBCL and received by the Company relating to shareholders' rights of appraisal, and (b) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under the DGCLNYBCL. Target The Company shall not not, except with the prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notof Company Common Stock, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target The Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted is entitled to demand and properly demands and perfects appraisal rights for such Shares in favor of the Merger accordance with, and who has delivered a written demand for appraisal for such shares complies in accordance with all respects with, Section 262 of the DGCL (a the “Dissenting StockholderShares”) shall not be converted into the right to receive the Merger Consideration and shall entitle such holder only to such rights as are provided in by Section 3.1262 of the DGCL, unless and until such holder fails to perfect or effectively waives, withdraws or otherwise loses such holder’s right to appraisal under the DGCLof its Shares. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to If after the Effective Time and such holder fails to perfect or waives, withdraws or loses such holder’s right to appraisal with respect to any Dissenting Shares held by such holder, each such Dissenting Stockholder (“Share shall be treated as if it had never been a Dissenting Shares”) in accordance with the provisions Share and been converted as 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 Time into a right to receive the fair value thereof in accordance with the DGCLMerger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.7(f)). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands received by the Company for appraisal and any other instruments served under the DGCLof Shares, and (b) Parent shall have the opportunity right to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under such demands. The Company shall not, without the DGCLprior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. Target Parent shall not voluntarily not, except with the prior written consent of the Company, require the Company to make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything in Any provision of this agreement Agreement to the contrarycontrary notwithstanding, 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 Cancelled Shares) and that are held by a holder holders of such Shares who has have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has delivered a written demand for have properly exercised appraisal for such shares rights with respect thereto in accordance with with, and who have complied with, Section 262 of the DGCL (a the “Dissenting StockholderShares”) shall will not be converted into the right to receive the Merger Consideration as provided 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 3.1, 262 unless and until any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right its rights to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder such holder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisalright, such Dissenting Stockholder’s Dissenting Shares shall will thereupon be treated as if they had deemed to have been convertedconverted into, as of at the Effective Time, into the right to receive the applicable Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. Target 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 will give Parent (ai) prompt notice of any written demands received by the Company for appraisal, withdrawals appraisals of demands for appraisal and any other instruments served under the DGCL, Shares and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under such notices and demands. The Company shall not, except with the DGCL. Target shall not voluntarily prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, any shares of Target Shares issued and outstanding immediately prior to the Effective Time and Capital Stock held by a holder who has not voted in favor of the Merger demanded and who has delivered a written demand perfected such holder’s right for appraisal for of such shares in accordance with Section 262 the DGCL Delaware Law and who has not effectively withdrawn or lost such right to appraisal (a “Dissenting StockholderShares”) ), if any, shall not be converted into the right to receive the applicable portion of the Merger Consideration as provided in Section 3.1, unless and until attributable to such holder fails to perfect or effectively withdraws or otherwise loses such holder’s shares but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Target shall give Acquiror prompt notice of any demands for appraisal received by Target, and Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Target agrees that, except with the prior written consent of Acquiror, or as required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demands for appraisal. Each holder of Dissenting Shares (“Dissenting Shareholder”) who, pursuant to the DGCL. A Dissenting Stockholder may receive provisions of Delaware Law, becomes entitled to payment of the fair value for shares of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder Capital Stock, shall receive payment therefore (“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 but only the right to receive after the fair value thereof in accordance with the DGCLtherefore shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated lose their status as if they had been convertedDissenting Shares, as Acquiror shall issue and deliver, upon surrender by the holder of such shares of a certificate or certificates representing such shares, the portion of the Effective Time, into the right Merger Consideration to receive the applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served which such stockholder would otherwise be entitled under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsthis Section 2.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, any shares of Target Shares issued and outstanding immediately prior to the Effective Time and Capital Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing, and who has delivered a written demand properly exercised and perfected such holder’s right for appraisal for of such shares in accordance with Section 262 of the DGCL Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal (a “Dissenting StockholderShares”) ), if any, shall not be converted into the right to receive the respective portion of the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Target shall give Acquiror prompt notice of any demand received by Target for appraisal of any shares of Target Capital Stock, and Acquiror shall have the right to direct and participate in all negotiations and proceedings with respect to such demand. Target agrees that, except with the prior written consent of Acquiror, or as required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demand. Each holder of Dissenting Shares (“Dissenting Stockholder”) who, pursuant to the DGCL. A Dissenting Stockholder may receive provisions of Delaware Law, becomes entitled to payment of the fair value for shares of Target Capital Stock shall receive payment therefore (but only after the Target Shares issued and outstanding immediately prior value therefore shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect Shares shall lose their status as Dissenting Shares, Acquiror shall issue and deliver, upon surrender by such stockholder of a certificate or effectively withdraws or otherwise loses certificates representing such Dissenting Stockholder’s right Shares, the portion of the Merger Consideration to appraisal, which such Dissenting Stockholder’s Dissenting Shares shall thereupon stockholder would otherwise be treated as if they had been convertedentitled under this Section 2.6 and the Certificate of Merger, as adjusted by the Escrow Shares as contemplated in Section 8 of the Effective Time, into Agreement and by the right Adjustment Amount as determined pursuant to receive the applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCLSection 2.13 below, and (b) otherwise subject to the opportunity to participate in terms and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsconditions of this Agreement.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrarycontrary contained herein, Target Shares issued that are owned by holders (“Dissenting Shareholders”) who have properly demanded and outstanding immediately prior perfected dissenters’ rights pursuant to the Effective Time CGCL (the “Dissenting Shares”), will not be exchangeable for the Per Share Merger Consideration, and held by a holder who has not voted in favor the Dissenting Shareholders will be entitled to receive payment of the Merger and who has delivered a written demand for appraisal for appraised value of such shares Dissenting Shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1CGCL, unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such rights, such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall will thereupon be treated as if they had been convertedconverted into and become exchangeable for, as of at the Effective Time, into the right to receive the applicable Per Share Merger Consideration, Consideration without any interest thereon. Target shall The Company will promptly give Parent (a) prompt notice of any written demands received by the Company for appraisaldissenters’ rights, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to applicable Law received by the DGCL, and (b) Company with respect to its Shareholders’ dissenters’ rights. Parent shall have the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands demand for appraisal under the DGCLCGCL. Target Prior to the Effective Time, the Company shall not not, without the prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands regarding appraisals of or payments for appraisal and shall notDissenting Shares, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands. The Company shall comply with its obligations pursuant to Section 1301(a) of the CGCL within ten (10) calendar days following the date of this Agreement.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares shares of Red Calliope Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any Shareholder (a holder who has not voted in favor of the Merger and "Dissenting Shareholder") who has delivered a written demand for appraisal for of such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) manner provided in, and has otherwise complied with, Chapter 13 of the CGCL shall not be converted into the right to receive the Merger Consideration as consideration provided in Section 3.13.1 and shall not receive any payment under Section 3.4, unless and until such holder fails Dissenting Shareholder shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses such holder’s lost his right to appraisal and payment under the DGCLCGCL, as the case may be. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by If such Dissenting Stockholder (“Shareholder shall have so failed to have perfected or shall have effectively withdrawn or lost such right, his shares shall no longer be Dissenting Shares”) in accordance with the provisions of the DGCLShares and shall thereupon be deemed to have been converted into, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At 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 consideration provided in accordance with Section 3.1. Red Calliope shall give Crown Crafts notice of any such demand made by or on behalf of any such Dissenting Shareholder, as provided in Chapter 13 of the DGCLCGCL. If, after After the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares Crown Crafts and the Surviving Corporation shall thereupon be treated as if they had been converted, as of the Effective Time, into the right to receive the applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in conduct and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment and ultimate disposition with respect to any appraisal such demands in any manner that Crown Crafts and the Surviving Corporation may elect, provided that such negotiations, proceedings and disposition shall be conducted by Crown Crafts and the Surviving Corporation in good faith and in a manner reasonably calculated to maximize the Adjustment Amount, and provided further that counsel for appraisal Crown Crafts and the Surviving Corporation in connection with such negotiations, proceedings and disposition shall not, except with Parent’s have been approved by Red Calliope prior written consent, settle or offer to settle any such demandsthe Effective Time.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contraryIf, Target Shares issued and outstanding immediately prior to as of the Effective Time and held by a holder who has not voted in favor of the Merger, any holders of Company Common Stock have properly exercised and not forfeited dissenters’ rights in connection with the Merger and who has delivered a written demand for appraisal for such under Chapter 13 of the CCL, shares in accordance with Section 262 the DGCL of Company Common Stock owned by them (a “Dissenting StockholderShares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Per Share but 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, as of the Effective Time, converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the applicable Merger Consideration, without interest thereonCCL. Target The Company shall give Parent (a) Quantum prompt written notice of any written demands for appraisal, withdrawals demand received by the Company to require the Company to purchase shares of demands for appraisal and any other instruments served under the DGCLCompany Common Stock, and (b) Quantum shall have the opportunity right to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under such demand. The Company agrees that, except with the DGCL. Target shall prior written consent of Quantum, it will not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demandspurchase demand. Each holder of Dissenting Shares (a “Dissenting Stockholder”) who, pursuant to the provisions of the CCL, becomes entitled to payment of the value of shares of Company Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). In the event of a legal obligation, after the Effective Time of the Merger, to deliver the Merger Consideration Per Share to any holder of shares of capital stock of the Company who shall have failed to make an effective purchase demand or shall have lost his status as a Dissenting Stockholder, Quantum shall issue and deliver, upon surrender by such Dissenting Stockholder of his certificate or certificates representing shares of capital stock of the Company, the Merger Consideration Per Share to which such Dissenting Stockholder is then entitled under this Section 1.6.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target any Dissenters’ Shares issued and outstanding immediately prior shall not be converted into or represent a right to the Effective Time and held by a holder who has not voted in favor receive any of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 Consideration, but the DGCL holder thereof (each a “Dissenting StockholderShareholder”) shall only be entitled to such rights as are granted by Sections 180.1301 through 180.1331 of the WBCL. Consequently, Dissenters’ Shares shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.1Consideration, unless and until such but instead shall entitle the holder fails thereof solely to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target his or her Shares issued and outstanding immediately prior pursuant to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions Sections 180.1301 through 180.1331 of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCLWBCL. At the Effective Time, all Dissenting such Dissenters’ 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 as a shareholder with respect thereto, except the right to receive the fair value of such Shares as determined in accordance with Sections 180.1301 through 180.1331 of the WBCL. If a holder of Shares who demands appraisal of such Shares under the WBCL shall effectively withdraw or otherwise lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such Shares shall be cancelled converted into 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Per Share Merger Consideration, without interest thereoninterest, upon the surrender of the certificate or certificates representing such Shares. Target The Holding Company shall give the Parent (a) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCLWBCL received by the Holding Company relating to shareholders’ rights of appraisal. The Holding Company shall not, and (b) except with the opportunity to participate in and direct all negotiationsprior written consent of the Parent, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consentappraisals of capital stock of the Holding Company, settle or offer to settle any demands or approve any withdrawal of any such demands. Each Person holding of record or beneficially owning Dissenting Shares will receive payment therefor from the Surviving Company.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, any shares of Target Shares issued and outstanding immediately prior to the Effective Time and Common Stock held by a holder who has not voted in favor of the Merger demanded and who has delivered a written demand perfected such holder’s right for appraisal for of such shares in accordance with Section 262 Delaware Law and who, as of the DGCL Effective Time, has not effectively withdrawn or lost such right to appraisal (a “Dissenting StockholderShares”) ), if any, shall not be converted into or be exchangeable for the right to receive Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Target shall give Acquiror prompt notice of any demand received by Target to require Target to purchase shares of Target Common Stock, and Acquiror shall have the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal direct and participate in all negotiations and proceedings with respect to such demand. Target agrees that, except with the prior written consent of Acquiror, or as required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares (“Dissenting Stockholder”) who, pursuant to the DGCL. A Dissenting Stockholder may receive provisions of Delaware Law, becomes entitled to payment of the fair value for shares of Target Common Stock shall receive payment therefor (but only after the Target Shares issued and outstanding immediately prior value therefor shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon lose their status as Dissenting Shares, Acquiror shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of Target Common Stock, the portion of the Merger Consideration to which such stockholder would otherwise be treated as if they had been convertedentitled under this Section 2.6 and the Certificate of Merger less the portion of the Merger Consideration allocable to such stockholder, as applicable, that has been withheld as part of the Effective TimeEscrow Fund, into the right in respect of such shares of Target Common Stock pursuant to receive the applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsSection 8.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target no Dissenters’ Shares issued shall be converted into or represent any right to receive any Merger Consideration, and outstanding immediately prior the holder of such Dissenters’ Shares shall only be entitled to such rights as are granted by the NCBCA. If a holder of shares of Company Common Stock or Company Preferred Stock who dissents under the NCBCA shall effectively withdraw or otherwise lose (through failure to perfect or otherwise) the right to dissent, then, as of the Effective Time and held by a holder who has not voted in favor or the occurrence of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL event, whichever last occurs, (a “Dissenting Stockholder”a) each such share of Company Common Stock shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Per Common Payment, without interest, upon the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, as surrender of the Effective Timecertificate representing such share of Company Common Stock, (b) each such share of Series A Preferred Stock shall be converted into and represent only the right to receive the applicable Merger ConsiderationPer Series A Payment, without interest thereoninterest, upon the surrender of the certificate representing such share of Series A Preferred Stock, (c) each such share of Series A-2 Preferred Stock shall be converted into and represent only the right to receive the Per Series A-2 Payment, without interest, upon the surrender of the certificate representing such share of Series A-2 Preferred Stock, (d) each such share of Series A-3 Preferred Stock shall be converted into and represent only the right to receive the Per Series A-3 Payment, without interest, upon the surrender of the certificate representing such share of Series A-3 Preferred Stock, and (e) each such share of Series B Preferred Stock shall be converted into and represent only the right to receive the Per Series B Payment, without interest, upon the surrender of the certificate representing such share of Series B Preferred Stock. Target The Company shall give Parent (a) prompt notice of any written demands for appraisalnotice of intent to demand payment, withdrawals any attempted withdrawal of demands for appraisal any such notice and any other instruments instrument served under pursuant to the DGCLNCBCA received by the Company relating to shareholders’ rights of dissent. The Company shall not, and (b) except with the opportunity to participate in and direct all negotiationsprior written consent of Parent, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notdissenter’s demands, except with Parent’s prior written consent, settle or offer to settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in Any provision of this agreement Agreement to the contrarycontrary notwithstanding, Target Shares if required by the DGCL, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder holders of such shares of Company Common Stock who has have (i) not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has delivered a written demand for (ii) properly exercised appraisal for such shares rights with respect thereto in accordance with with, and otherwise complied with, Section 262 of the DGCL (a the “Dissenting StockholderShares”) shall not be converted into the right to receive the Merger Consideration as provided for in Section 3.12.1(a). Holders of Dissenting Shares shall be entitled only 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 holder fails to perfect or effectively withdraws or otherwise loses such holder’s right its rights to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder such holder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisalright, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been convertedconverted into, as of at the Effective Time, into the right to receive the applicable Merger ConsiderationConsideration in the manner provided for in Section 2.1(a). At the Effective Time, without interest thereonthe Dissenting Shares shall be automatically canceled and shall cease to exist and 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. Target The Company shall give Parent Purchaser (ax) prompt notice of any written demands received by the Company for appraisalappraisals of Shares, withdrawals of such demands for appraisal and any other instruments served under pursuant to the DGCL, DGCL and received by the Company and (by) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under such notices and demands. The Company shall not, except with the DGCL. Target shall prior written consent of Purchaser (not voluntarily to be unreasonably withheld, conditioned or delayed), make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares issued and shares of Company Common Stock outstanding immediately prior to the Effective Time Time, and held by a holder holders who has not voted in favor are entitled to appraisal rights under Section 262 of the Merger DGCL and who has delivered a written demand have properly exercised and perfected their respective demands for appraisal for of such shares in accordance with the 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 (a the “Dissenting StockholderShares”) ), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger Consideration Merger, be entitled to only such consideration as provided in shall be determined pursuant to Section 3.1262 of the DGCL; provided, unless and until that if any such holder fails shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses lost such holder’s right to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment , such holder’s shares of the fair value of the Target 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 Company Common Stock shall be cancelled and cease deemed 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had have been converted, converted as of the Effective Time, Time into the right to receive the applicable Merger ConsiderationConsideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), without interest thereonand such shares shall not be deemed to be Dissenting Shares. Target The Company shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands received by the Company for appraisal and any other instruments served under the DGCLof Shares, and (b) Parent shall have the opportunity right to participate in and and, after the Offer Acceptance Time, direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under such demands. The Company shall not, without the DGCL. Target shall not voluntarily prior written consent of Parent, make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demands. The Company shall provide each of the holders of Company Common Stock as of the record date for the purpose of receiving the notice required by Section 262(d) of the DGCL with the notice contemplated thereby as part of the Schedule 14D-9.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and any shares of Company Common Stock or Company Preferred Stock held by a holder who has not voted in favor of the Merger demanded and who has delivered a written demand perfected such holder's right for appraisal for of such shares in accordance with Section 262 of Delaware Law and who, as of the DGCL Effective Time, has not effectively withdrawn or lost such right to appraisal (a “Dissenting Stockholder”) "DISSENTING SHARES"), if any, shall not be converted into either the Common Stock Merger Consideration or the Preferred Stock Merger Consideration (collectively referred to herein as "MERGER CONSIDERATION") but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Company shall give Parent prompt notice of any demand received by Company to require Company to purchase shares of Common Stock of Company, and Parent shall have the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal direct and participate in all negotiations and proceedings with respect to such demand. Company agrees that, except with the prior written consent of Parent, or as required under the DGCLDelaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. A Each holder of Dissenting Stockholder may receive Shares ("DISSENTING STOCKHOLDER") who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value for shares of Company Capital Stock shall receive payment therefor (but only after the Target Shares issued and outstanding immediately prior value therefor shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails shall effectively withdraw or lose (through failure to perfect or effectively withdraws otherwise) his or otherwise loses her appraisal rights, Parent shall issue and deliver, upon surrender by such Dissenting Stockholder’s right to appraisalstockholder of a certificate or certificates representing shares of Company Capital Stock in accordance with Section 1.7 hereof, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, as the portion of the Effective Time, into the right to receive the applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice as applicable, to which such stockholder would otherwise be entitled under this Section 1.6 and the Certificate of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsMerger.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Any Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into Parent Common Stock but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Merger Consideration DGCL. The Company agrees that, except with the prior written consent of Parent, or as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal required under the DGCL, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. A Each holder of Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior who, pursuant 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 becomes entitled to payment 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 for shares of Company Common Stock shall receive payment therefor (but only after the DGCLvalue therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses Shares shall lose their status as Dissenting Shares, Parent shall issue and deliver, upon surrender by such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s holder of Dissenting Shares shall thereupon of a Company Certificate (as defined below), the cash and the number of shares of Parent Common Stock to which such stockholder would otherwise be treated as if they had been convertedentitled, as of the Effective Time, into the right to receive the applicable Merger Consideration, without interest thereonless any Escrow Shares and Escrow Cash. Target The Company shall give Parent (ai) prompt notice of any written demands for appraisal, withdrawals demand received by the Company to require the Company to purchase Dissenting Shares pursuant to the DGCL or other applicable Law and of demands for appraisal and any other instruments served under demand, notice or instrument delivered to the DGCLCompany prior to the Effective Time pursuant to the DGCL or other applicable Law relating to dissenters rights or appraisal rights, and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and such demand, notice or instrument. The Company shall not, except not make any payment or settlement offer prior to the Effective Time with Parent’s prior written consent, settle or offer respect to settle any such demandsdemand unless Parent shall have consented in writing to such payment or settlement offer.

Dissenters’ Rights. (a) Notwithstanding anything in this agreement Agreement to the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held of record or beneficially by a holder Person who has not voted in favor of approval of the Merger and adoption of the Plan of Merger and who has delivered a written is entitled to demand for appraisal for and properly demands dissenter’s rights with respect to such shares in accordance with Section 262 the DGCL Shares (a “Dissenting StockholderShares”) pursuant to, and who complies in all respects with, Sections 302A.471 and 302A.473 of the MBCA (the “Dissenters’ Rights”), shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.1, unless and until for such holder fails Dissenting Shares but instead shall be entitled to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value (including interest determined in accordance with Section 302A.473 of the Target Shares issued and outstanding immediately prior to the Effective Time and held by MBCA) of such Dissenting Stockholder (“Dissenting Shares”) Shares in accordance with the provisions Dissenters’ Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under the Dissenters’ Rights, then the right of such holder to be paid the DGCL, provided that fair value of such holder’s Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Shares shall cease and such Dissenting Shares shall be cancelled and cease deemed 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had have been converted, converted as of the Effective TimeTime into, into and to have become exchangeable solely for the right to receive receive, the applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice If any demand for fair value is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, then for purposes of determining the fair value of any written demands for appraisalDissenting Shares, withdrawals the cash received and/or value of demands for appraisal the promissory note received by the Company 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 any other instruments served under the DGCL, and (b) Shares issued upon exercise of the opportunity to participate in and direct all negotiations, proceedings Top-Up Option shall be treated as if they were not issued or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsoutstanding.

Dissenters’ Rights. Notwithstanding anything in this agreement Each outstanding share of Company Common Stock, the holder of which has perfected his right to dissent under the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL TBCA (a “Dissenting Stockholder”) and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration hereunder and shall be entitled only to such rights as provided in Section 3.1, unless and until are available to such holder fails pursuant to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment applicable provisions of the fair TBCA. Each holder of a Dissenting Share shall be entitled to receive the value of the Target Shares issued and outstanding immediately prior to the Effective Time and such Dissenting Share held by such Dissenting Stockholder (“Dissenting Shares”) him in accordance with the applicable provisions of the DGCLTBCA; provided, provided that such Dissenting Stockholder holder complies with Section 262 the procedures contemplated by and set forth in the applicable provisions of the DGCLTBCA. At If any holder of any Dissenting Share shall effectively withdraw or lose such holder’s dissenter’s rights under the Effective Timeapplicable provisions of the TBCA, all each such Dissenting Shares Share shall be cancelled and cease to exist and shall represent only exchangeable for the right to receive the fair value thereof Merger Consideration pursuant to Section 2.5(b). The Company shall promptly notify Purchaser of each stockholder who asserts rights as a Dissenting Stockholder following receipt of such stockholder’s written demand delivered as provided in accordance with the DGCLTBCA. If, after Prior to the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and Company shall not, except with Parent’s the prior written consentconsent of Purchaser, voluntarily make any payment or commit or agree to make any payment, or settle or commit or offer to settle settle, any such demandsrights of a Dissenting Stockholder asserted under the TBCA.

Dissenters’ Rights. Notwithstanding anything in any other provision of this agreement Agreement to the contrary, Target Shares issued and shares of GAFC Common Stock that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger and who has delivered shall have filed with GAFC a written demand for appraisal for such shares in accordance with Section 262 objection to the DGCL Merger at or before the Stockholder Meeting (a “Dissenting Stockholder”collectively, the "Dissenters' Shares") shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.1, unless and until such holder fails Consideration. Such stockholders instead shall be entitled to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and such shares held by such Dissenting Stockholder (“Dissenting Shares”) them in accordance with the provisions of the Delaware General Corporation Law ("DGCL"), provided except that such Dissenting Stockholder complies with Section 262 all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to payment 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 of such shares under the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares DGCL shall thereupon be treated as if they had deemed to have been convertedconverted into and to have become exchangeable, as of the Effective Time, into for the right to receive the applicable Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender, in the manner provided in Section 2.6 of the GAFC Certificate(s) that, immediately prior to the Effective Time, evidenced such shares. Target GAFC shall give Parent Acquisition Corp. (ai) prompt notice of any written demands for appraisalobjections to the Merger, attempted withdrawals of demands for appraisal payment and any other instruments served under pursuant to the DGCLDGCL and received by GAFC relating to Dissenters' Shares, and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCLDGCL consistent with the obligations of GAFC thereunder. Target GAFC shall not voluntarily not, except with prior written consent of Acquisition Corp., (x) make any payment with respect to any appraisal demands for appraisal and shall notsuch demand, except with Parent’s prior written consent, settle or (y) offer to settle or settle any such demandsdemand for payment or (z) waive any failure to timely deliver a written objection to the Merger or timely take any other action to perfect dissenters' rights in accordance with the DGCL.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares issued and shares of Company Common Stock outstanding immediately prior to the Effective Time Time, and held by a holder holders who has not voted in favor are entitled to demand appraisal rights under Section 262 of the Merger DGCL and who has delivered a written demand have properly exercised and perfected their respective demands for appraisal for of such shares in accordance with the 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 (a the “Dissenting StockholderShares”) ), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger Consideration Merger, be entitled to only such consideration as provided in shall be determined pursuant to Section 3.1262 of the DGCL; provided, unless and until that if any such holder fails shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses lost such holder’s right to appraisal and payment under the DGCL. A Dissenting Stockholder may receive payment , such holder’s shares of the fair value of the Target 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 Company Common Stock shall be cancelled and cease deemed 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had have been converted, converted as of the Effective Time, Time into the right to receive the applicable Merger ConsiderationConsideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), without interest thereonand such shares shall not be deemed to be Dissenting Shares. Target The Company shall give Parent (a) prompt notice to Parent of any written demands for appraisalappraisal of any shares of Company Common Stock, withdrawals of such demands for appraisal and any other instruments served under pursuant to the DGCLDGCL received by the Company, and (b) Parent shall have the opportunity right to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under such demands. Prior to the DGCL. Target shall not Effective Time, the Company will not, without prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consentor settle, settle or offer to settle settle, any such demands, or agree to do or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this agreement No Dissenting Stockholder shall be entitled to the contrary, Target Shares issued Merger Consideration or cash in lieu of fractional shares of Purchaser Common Stock or any dividends or other distributions pursuant to this Article I unless and outstanding immediately prior until the holder thereof shall have failed to the Effective Time and perfect or shall have effectively withdrawn or lost such holder's right to appraisal of such shares of Company Common Stock held by a such holder who has not voted in favor under Section 262 of the Merger DGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Common Stock owned by such Dissenting Stockholder. If any Person (as defined in Section 8.13(l)) who has delivered otherwise would be deemed a written demand for appraisal for Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent with respect to any shares of Company Common Stock, such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) of Company Common Stock shall not thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive the Merger Consideration as provided in pursuant to Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL1.8 hereof. A Dissenting Stockholder may receive payment of the fair value of the Target 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target Company shall give Parent Purchaser (ai) prompt notice of any written demands for appraisal, attempted withdrawals of such demands for appraisal and any other instruments served under the DGCL, pursuant to applicable law received by Company relating to stockholders' rights of appraisal and (bii) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to any such demands for appraisal under the DGCL. Target Company shall not, except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any appraisal demands for appraisal and shall notappraisals of Dissenting Shares, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrary, Target Shares “Dissenting Share” means any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has delivered a written demand for demanded properly in writing appraisal for such shares of Company Common Stock in accordance with Section 262 of Delaware Law. Notwithstanding any provision of this Agreement to the DGCL (a “contrary, Dissenting Stockholder”) Shares shall not be converted as provided in Section 1.7(a)(i), but the holder thereof shall be entitled only to such rights as are granted by Delaware Law. Notwithstanding the foregoing, if any holder of shares of Company Common Stock who demands appraisal of such holder’s shares of Company Common Stock under Delaware Law effectively withdraws or loses (through failure to perfect or otherwise) such holder’s right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s shares of Company Common Stock shall automatically be converted into the right to receive the Merger Consideration as amounts provided for in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment 1.7(a) upon surrender of the fair value of the Target Shares issued and outstanding immediately prior Company Certificates representing such Company Common Stock pursuant 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 DGCL1.10(c). 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give Parent (ai) prompt notice of any written demands for appraisalappraisal or payment of the fair value of any shares of Company Common Stock, withdrawals of demands for appraisal such demands, and any other instruments served under on the DGCLCompany relating to such demands pursuant to Delaware Law, and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under Delaware Law. Except with the DGCL. Target prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), the Company shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notor settle, except with Parent’s prior written consent, settle or offer to settle settle, any such demands.

Dissenters’ Rights. Notwithstanding anything If holders of TARGET Capital Stock are entitled to dissenters' rights in this agreement to connection with the contraryMerger under the DGCL, Target Shares issued and outstanding immediately prior to the Effective Time and any shares of TARGET Capital Stock ("Dissenting Shares") held by a holder persons who has not voted in favor of the Merger and who has delivered a written demand have complied with all requirements for appraisal for such shares in accordance with Section 262 perfecting dissenter's rights under the DGCL (a “"Dissenting Stockholder”Stockholders") shall not be converted into or represent the right to receive the Merger Shares but shall be converted into the right to receive the Merger Consideration such consideration as provided in Section 3.1, unless and until may be determined to be due with respect to such holder fails Dissenting Shares pursuant to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A TARGET shall give PARENT prompt notice of any demand received by TARGET for appraisal of shares of TARGET Capital Stock, withdrawals of such demands and any instruments served pursuant to the DGCL and received by TARGET with respect to Dissenting Shares, and PARENT shall have the right to participate in all negotiations and proceedings with respect to any such demand. TARGET agrees that, except with the prior written consent of PARENT, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demands. Each Dissenting Stockholder may receive who, pursuant to the provisions of the DGCL, becomes entitled to payment of the fair value of shares of TARGET Capital Stock shall receive payment therefor (but only after the Target Shares issued and outstanding immediately prior value therefor shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails shall effectively withdraw or lose (through failure to perfect or effectively withdraws otherwise) its dissenter's rights under the DGCL, then, as of the later of the Effective Time or otherwise loses the occurrence of such Dissenting Stockholder’s right to appraisalevent, such Dissenting Stockholder’s Dissenting Shares 's shares of TARGET Capital Stock shall thereupon automatically be treated as if they had been converted, as of the Effective Time, converted into the right to receive the applicable appropriate Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate Shares as set forth in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsSection 3.2 above.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target Shares issued and any shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of demanded and perfected the Merger and who has delivered a written demand right, if any, for appraisal for such of those shares of Company Common Stock in accordance with the provisions of Section 262 of the DGCL and as of the Effective Time has not withdrawn or lost such right to such appraisal (a “"Dissenting Stockholder”Shares") shall not be converted into or represent a right to receive Merger Consideration, but the holder shall only be entitled to such rights as are granted by the DGCL. If a holder of shares of Company Common Stock who demands appraisal of those shares of Company Common Stock under the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, those shares of Company Common Stock shall be converted into and represent only the right to receive the Merger Consideration as provided in Section 3.13.1(c), unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under without interest, upon the DGCL. A Dissenting Stockholder may receive payment surrender of the fair value certificate or certificates representing those shares of the Target 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 DGCLCompany Common Stock. 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give Parent the Purchaser (ai) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCL, DGCL received by the Company relating to stockholders' rights of appraisal and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target The Company shall not not, except with the prior written consent of the Purchaser, voluntarily make any payment with respect to any appraisal such demands for appraisal and shall notappraisals of capital stock of the Company, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.. 3.4

Dissenters’ Rights. Notwithstanding anything to the contrary in this agreement Agreement, to the contraryextent that holders of Company Common Stock are entitled to dissenters’ rights under Section 11.65 of the IBCA, Target Dissenting Common Shares issued and that are outstanding immediately prior to as of the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall will not be converted into the right to receive the Merger Consideration as provided consideration payable in respect of Company Common Stock pursuant to Section 3.1, 3.1 hereof unless and until such the holder fails shall have failed to perfect perfect, or shall have effectively withdraws withdrawn or otherwise loses such holder’s lost, his, her or its right to appraisal dissent from the Merger under the DGCLIBCA. A The holder of any Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) Common Share shall be treated in accordance with the provisions Section 11.70 of the DGCLIBCA and, provided that as applicable, shall be entitled only to such Dissenting Stockholder complies with rights as may be granted to such holder pursuant to Section 262 11.70 of the DGCLIBCA with respect thereto. At the Effective Time, all Dissenting Shares Parent shall be cancelled given a reasonable opportunity to review and cease comment on all notices or other communications to exist be sent to holders of Dissenting Common Shares, and the Company shall represent only the right to receive the fair value thereof consider in accordance with the DGCLgood faith any comments of Parent and revise such notices or communications as may be appropriate. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall The Company will give Parent (a) prompt notice of any written demands for appraisal, withdrawals of notice or demands for appraisal or payment for shares of Company Common Stock, any withdrawal of demand for payment and any other similar instruments served under received by the DGCL, Company and (b) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal such demands for appraisal or notices at Parent’s cost and shall expense. The Company will not, except with Parent’s without the prior written consentconsent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), settle any such demands or notices or make or offer to settle make any payment in respect of any such demandsdemands or notices. Parent will pay any consideration as may be determined to be due with respect to Dissenting Common Shares pursuant to and subject to the requirements of applicable Law.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares shares of Company Common Stock and Company Preferred Stock, if any, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for of such shares in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration consideration, as applicable, provided in Section 3.13.2 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares shares of Company Common Stock or Preferred Stock, as applicable, 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereonconsideration set forth in Section 3.2 hereof. Target The Company shall give Parent Acquiror (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, DGCL and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target The Company shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with ParentAcquiror’s prior written consent, settle or offer to settle any such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, Target Shares issued and any shares of Company Common Stock or Company Convertible Preferred outstanding immediately prior to the Effective Time and of the Mergers held by a holder who has not voted in favor of demanded and perfected the Merger and who has delivered a written demand right, if any, for appraisal for such of those shares in accordance with the provisions of Section 262 of the DGCL and as of the Effective Time of the Mergers has not withdrawn or lost such right to such appraisal (a “"Dissenting Stockholder”Shares") shall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.2, but the holder shall only be entitled to such rights as are granted by the DGCL. If a holder of shares of Company Common Stock who demands appraisal of those shares under the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time of the Mergers or the occurrence of such event, whichever last occurs, those shares shall be converted into and represent only the right to receive the Merger Consideration as provided in Section 3.12.2, unless without interest, upon compliance with the provisions, and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior subject to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions limitations, of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL2.3. 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 Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target The Company shall give Parent Playboy (ai) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock or Company Convertible Preferred, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCLDGCL and received by the Company relating to stockholders' rights of appraisal, and (bii) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to demands for appraisal under the DGCL. Target The Company shall not not, except with the prior written consent of Playboy, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notof Company Common Stock or Company Convertible Preferred, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares any shares of Seller Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder stockholder who has not voted in favor properly exercised his or her appraisal rights under Section 12:130 et seq. of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) LBCL shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, 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 LBCL and to receive such holder fails consideration as may be determined to be due with respect to such Dissenters' Shares pursuant to and subject to the requirements of the LBCL. If any such Dissenting Stockholder shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target 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 lost the right to receive dissent, the fair value thereof in accordance with Dissenters' Shares held by the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares holder shall thereupon be treated as if they though such Dissenters' Shares had been converted, as of the Effective Time, converted into the right to receive the applicable Merger Consideration, without interest thereonConsideration pursuant to Section 1.02. Target Seller shall give Parent Purchaser (ai) prompt notice of any written demands for appraisal, withdrawals of notice or demands for appraisal or payment for shares of Seller Common Stock, attempted withdrawals of any such demands and any other instruments served under pursuant to the DGCL, LBCL and received by Seller relating to stockholders' rights of appraisal and (bii) the opportunity to participate in and direct all negotiations, negotiations and proceedings or settlements with respect to any such demands for appraisal under or notices. Seller shall not, without the DGCL. Target shall not voluntarily prior written consent of Purchaser, make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consentor settle, settle or offer to settle or otherwise negotiate, any such demands.

Dissenters’ Rights. Notwithstanding anything in any other provision of this agreement Agreement to the contrary, Target Shares issued and shares of Patapsco Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have filed with Patapsco a holder written objection to the Merger in compliance with applicable Maryland law and who has shall have not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares or consented thereto in accordance with Section 262 writing (collectively, the DGCL (a “Dissenting Stockholder”"Dissenters' Shares") shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.1, unless Consideration. Such stockholders instead shall be entitled to demand and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and such shares held by such Dissenting Stockholder (“Dissenting Shares”) them in accordance with the provisions of the DGCLMGCL, provided except that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Time, all Dissenting Dissenters' Shares held by stockholders who 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 Dissenting Stockholder fails have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares lost their rights as dissenting stockholders under the MGCL shall thereupon be treated as if they had deemed to have been convertedconverted into and to have become exchangeable, as of the Effective Time, into for the right to receive the applicable Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7 of the Certificate(s) that, immediately prior to the Effective Time, evidenced such shares. Target Patapsco shall give Parent Newco (ai) prompt notice of any objections to the Merger, written demands for appraisalpayment of fair value of any shares of Patapsco Common Stock, attempted withdrawals of such demands for appraisal and any other instruments served under pursuant to the DGCL, MGCL and received by Patapsco relating to stockholders' dissenters' rights and (bii) the opportunity to participate in all negotiations and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCLMGCL consistent with the obligations of Patapsco thereunder. Target Patapsco shall not voluntarily not, except with the prior written consent of Newco, (x) make any payment with respect to any appraisal demands for appraisal and shall notsuch demand, except with Parent’s prior written consent, settle or (y) offer to settle or settle any such demandsdemand for payment of fair value or (z) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the MGCL.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement ------------------ Agreement to the contrary, Target Shares issued and any shares of capital stock of the Company outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of demanded and perfected the Merger and who has delivered a written demand right, if any, for appraisal for such of those shares in accordance with the provisions of Section 262 of the DGCL and as of the Effective Time has not withdrawn or lost such right to such appraisal (a “"Dissenting Stockholder”Shares") shall not be converted into or represent a right to ----------------- receive the consideration set forth in Section 1.2, but the holder shall only be entitled to such rights as are granted by the DGCL. If a holder of shares of capital stock of the Company who demands appraisal of those shares under the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to receive the Merger Consideration appraisal, then, as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior to the Effective Time and held by or the occurrence of such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCLevent, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. At the Effective Timewhichever last occurs, all Dissenting Shares those shares shall be cancelled converted into and cease to exist and shall represent only the right to receive the fair value thereof Cash Merger Consideration as provided in accordance with Section 1.2, without interest, upon the DGCL. If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated as if they had been converted, as surrender of the Effective Time, into the right to receive the applicable Merger Consideration, without interest thereonCertificate or Certificates representing those Shares (notwithstanding execution and delivery of a Stock Election Agreement). Target The Company shall give Parent (ai) - prompt notice of any written demands for appraisalappraisal of any shares of capital stock of the Company, attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to the DGCL, DGCL received by the Company relating to stockholders' rights of appraisal and (bii) the opportunity to participate in and direct all negotiations, -- negotiations and proceedings or settlements with respect to demands for appraisal under the DGCL. Target The Company shall not not, except with the prior written consent of Parent, voluntarily make any payment with respect to any appraisal demands for appraisal and shall notappraisals of capital stock of the Company, except with Parent’s prior written consent, settle or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this agreement Each outstanding share of Company Common Stock, the holder of which has perfected his right to dissent under the contrary, Target Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL TBCA (a “Dissenting StockholderShareholder”) and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent the right to receive the Per Share Merger Consideration hereunder and shall be entitled only to such rights as provided in Section 3.1, unless and until are available to such holder fails pursuant to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Stockholder may receive payment applicable provisions of the fair TBCA. Each holder of a Dissenting Share shall be entitled to receive the value of the Target Shares issued and outstanding immediately prior to the Effective Time and such Dissenting Share held by such Dissenting Stockholder (“Dissenting Shares”) him in accordance with the applicable provisions of the DGCLTBCA; provided, provided that such Dissenting Stockholder holder complies with Section 262 the procedures contemplated by and set forth in the applicable provisions of the DGCLTBCA. At If any holder of any Dissenting Share shall effectively withdraw or lose such holder’s dissenter’s rights under the Effective Timeapplicable provisions of the TBCA, all each such Dissenting Shares Share shall be cancelled and cease to exist and shall represent only exchangeable for the right to receive the fair value thereof Per Share Merger Consideration pursuant to Section 2.5(a). The Company shall reasonably promptly notify Purchaser of each shareholder who asserts rights as a Dissenting Shareholder following receipt of such shareholder’s written demand delivered as provided in accordance with the DGCLTBCA. If, after Prior to the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and Company shall not, except with Parent’s the prior written consentconsent of Purchaser or as required by law, voluntarily make any payment or commit or agree to make any payment to any Dissenting Shareholder or settle or commit or offer to settle any such demandsrights of a Dissenting Shareholder asserted under the TBCA.

Dissenters’ Rights. Notwithstanding anything in this agreement to the contrarycontrary herein, Target no Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 the DGCL (a “Dissenting Stockholder”) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.1Consideration, unless and until such the holder fails thereof shall be entitled to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under receive only the DGCL. A Dissenting Stockholder may receive payment of the fair appraised value of the Target Dissenting Shares issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) them in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL, except as set forth in this Section 4.3. At If at any time following the Effective Time, all a Person who otherwise would be deemed to be a Dissenting Shares Stockholder shall be cancelled and cease have effectively withdrawn or otherwise lost or fails to exist and shall represent only timely perfect the right to receive the fair value thereof an appraisal in accordance with Section 262 of the DGCL. If, after DGCL or if a court of competent jurisdiction shall finally determine that the Effective TimeDissenting Stockholder is not entitled to an appraisal with respect to any Shares, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses Class A Shares held by such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares Person shall thereupon be treated as if they though such Shares had been converted, as of the Effective Time, into the right to receive the applicable Merger Consideration, Consideration pursuant to Section 4.1(a)(i) and in accordance with Section 4.2 (without interest thereonand less any required Tax withholdings as provided in Section 4.2(f)). Target The Company shall give Parent (a) prompt written notice as promptly as practicable of any written demands for appraisal, withdrawals or attempted withdrawals of demands for appraisal such demands, and any other instruments served under pursuant to applicable Law received by the DGCLCompany relating to stockholders’ rights of appraisal. The Company shall not, and (b) except with the opportunity prior written consent of Parent, voluntarily make or offer to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notappraisal, except with Parent’s prior written consentnegotiate, settle or offer to settle or settle any such demandsdemands or approve any withdrawal of any such demands or waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL. Any amounts required to be paid in respect of any Dissenting Shares shall be paid by the Surviving Corporation.

Dissenters’ Rights. Notwithstanding anything in any provision of this agreement Agreement to the contrary, any shares of Target Shares issued and outstanding immediately prior to the Effective Time and Capital Stock held by a holder who has not voted in favor of the Merger demanded and who has delivered a written demand perfected such holder’s right for appraisal for of such shares in accordance with Section 262 Delaware Law and who, as of the DGCL Effective Time, has not effectively withdrawn or lost such right to appraisal (a “Dissenting StockholderShares”) ), if any, shall not be converted into the Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Target shall give Acquiror prompt notice of any demand received by Target to require Target to purchase shares of Target Capital Stock, and Acquiror shall have the Merger Consideration as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal direct and participate in all negotiations and proceedings with respect to such demand. Target agrees that, except with the prior written consent of Acquiror, or as required under the DGCLDelaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. A Each holder of Dissenting Stockholder may receive Shares (“Dissenting Stockholder”) who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value for shares of Target Capital Stock shall receive payment therefore (but only after the Target Shares issued and outstanding immediately prior value therefore shall have been agreed upon or finally determined pursuant 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 DGCLprovisions). If, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting Stockholder’s Dissenting Shares shall thereupon be treated lose their status as if they had been convertedDissenting Shares, as Acquiror shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of Target Capital Stock, the portion of the Effective Time, into Merger Consideration to which such stockholder would otherwise be entitled under this Section 2.6 and the right Certificate of Merger less the portion of the Merger Consideration allocable to receive such stockholder that has been deposited in the applicable Merger Consideration, without interest thereon. Escrow Fund in respect of such shares of Target shall give Parent (aCapital Stock pursuant to Section 2.7(e) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle any such demandsSection 9 hereof.

Dissenters’ Rights. Notwithstanding anything in this agreement Agreement to the contrary, Target Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a holder Shareholder who has not voted (a) is entitled to demand and properly demands appraisal of such Shares pursuant to and (b) complies in favor all respects with, the provisions of the Merger and who has delivered a written demand for appraisal for such shares in accordance with Section 262 of the DGCL (a the “Dissenting StockholderShareholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration thereon (the “Dissenting Shares”), but instead such Dissenting Shareholder shall be entitled to receive such consideration as provided may be determined to be due to such Dissenting Shareholder pursuant to 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 Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights set forth in Section 3.1262 of the DGCL), unless and until such holder fails Dissenting Shareholder shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses such holder’s right lost rights to appraisal under the DGCL. A Dissenting Stockholder may receive payment of the fair value of the Target Shares issued and outstanding immediately prior 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 the Company shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance not, except with the DGCL. Ifprior written consent of Parent, after the Effective Time, any Dissenting Stockholder fails to perfect or effectively withdraws or otherwise loses such Dissenting Stockholder’s right to appraisal, such Dissenting 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 applicable Merger Consideration, without interest thereon. Target shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served under the DGCL, and (b) the opportunity to participate in and direct all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. Target shall not voluntarily make any payment with respect to any appraisal demands for appraisal and shall notto, except with Parent’s prior written consent, or settle or offer to settle settle, any such demand for payment of fair value of Dissenting Shares. Prior to the Effective Time, the Company shall give Parent notice thereof as promptly as reasonably practicable and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Shareholder shall be canceled and converted into and represent the right to receive the Merger Consideration pursuant to Section 4.1 and Parent shall remain liable for payment of the Merger Consideration for such Shares.