Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent provided under the DGCL, shares of Company Common Stock issued and any Shares outstanding immediately prior to the Effective Time and that are held by a holder who any stockholder that has not neither voted in favor of the adoption of this Agreement or nor consented thereto in writing and who is entitled to demand that has demanded properly in writing appraisal for such Shares and has otherwise properly exercised appraisal perfected and not withdrawn or lost such stockholder’s rights of such shares in accordance with Section 262 of the DGCL (each such shares of Company Common Stock being referred to collectively as stockholder a “Dissenting Stockholder,” and such Shares the “Dissenting Shares” until ”) will not be converted into, or represent the right to receive, the Merger Consideration. Such Dissenting Stockholders will be entitled to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such time as such holder fails Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or otherwise waives, withdraws, who effectively have withdrawn or loses such holder’s appraisal lost their rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal of such Dissenting Shares pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled DGCL will thereupon be deemed to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had have been converted as of the Effective Time into into, and represent the right to receive receive, the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesthe manner provided in this Article II and will no longer be Dissenting Shares. The Company shall provide Acquiror will give Parent prompt written notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to stockholders’ rights of appraisal. The Company will give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal of shares of appraisal. The Company Common Stockwill not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect toto any demands for appraisal of Dissenting Shares, or settle, or offer to settle, settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. Notwithstanding any other provision of this Agreement to the contrary, shares of Company Common Stock issued and 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 adoption of this Agreement the Merger or consented thereto in writing and who is shall have properly demanded and are entitled to demand and has properly exercised appraisal rights of for such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as collectively, the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a or represent the right to receive a portion of the Aggregate Per Share Common Stock Merger ConsiderationConsideration (and, but if any, the Post-Closing Payments). Such stockholders instead shall be entitled to only such rights as are granted by Section 262 receive payment of the DGCL; provided, however, that if, after appraised value of such shares of Common Stock held by them in accordance with the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to provisions of Section 262 of the DGCL, except that all Dissenting Shares held by stockholders who shall have failed to perfect or if a court of competent jurisdiction who effectively shall determine that such holder is have withdrawn or otherwise are not entitled to the relief provided by appraisal of such shares of Common Stock under such Section 262 of the DGCL, such shares of Company Common Stock DGCL shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable, as of the Effective Time into Time, for the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 receive, without any interest thereon, the appropriate Per Share Common Stock Merger Consideration (and, if any, the Post-Closing Payments) upon transfer surrender in the manner provided in Section 2.10, of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such sharesshares of Common Stock. The Company and the Representative shall provide Acquiror (i) give Parent prompt written notice of any notice or demand for appraisal or payment for shares of Common Stock or any withdrawals of such demands received by the Company for appraisal of shares of Company Common Stockor the Representative, any waiver or withdrawal of (ii) give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to any such demanddemands and (iii) not, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, settle or otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 3, shares of Company Common Stock CPHR common stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares of CPHR common stock in accordance with Section 262 Part 2 of Article 113 of the DGCL CBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting SharesDISSENTING SHARES” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL CBCA with respect to such shares) shall not be converted into a right to receive a portion shares of the Aggregate Merger ConsiderationCanna Delaware Common Stock, but instead shall be entitled to only such rights as are granted by Section 262 0-000-000 of the DGCLCBCA; providedPROVIDED, howeverHOWEVER, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 0-000-000 of the DGCL, CBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 0-000-000 of the DGCLCBCA, such shares of Company Common Stock CPHR common stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration Canna Delaware Common Stock in accordance with Section 3.1 3, without interest thereon, upon transfer surrender of such sharescertificates formerly representing such shares pursuant to Section 3 of this Agreement. The Company CPHR shall provide Acquiror Canna Delaware prompt written notice of any demands received by the Company CPHR for appraisal of shares of Company Common StockCPHR common shares, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company CPHR prior to the Effective Time pursuant to the CBCA that relates to such demand, and Canna Delaware shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedCanna Delaware, withheld, delayed or denied), the Company CPHR shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares with respect to each share of Company Common Stock issued and outstanding immediately prior as to which the Effective Time and held by a holder who has not voted in favor thereof shall have properly complied with the provisions of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL as to appraisal rights (such shares of Company Common Stock being referred to collectively as the each, a “Dissenting Shares” until such time as Share”), if any, such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted payment, solely from the Surviving Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that if, after if any holder of Dissenting Shares (a) affirmatively withdraws his demand for appraisal of such Dissenting Shares under the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of circumstances permitted by and in accordance with the DGCL, (b) fails to establish his entitlement to appraisal rights as provided in the DGCL or if a court (c) takes or fails to take any action the consequence of competent jurisdiction shall determine which is that such holder is not entitled to the relief provided by Section 262 of payment for his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Effective Time, each such share of Company Common Stock shall thereafter be treated as if they had deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 receive, without interest thereon, upon transfer of such sharesthe Merger Consideration. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockStock or any written threats thereof, any waiver written withdrawal or purported withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time that relates to such demand, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the The Company shall not settle, make any payment payments with respect to, or settle, or offer to settle, approve the withdrawal of any such demandsclaim or agree to any of the foregoing with respect to Dissenting Shares, in each case, without the written consent of Parent.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrarySection 3.2 hereof, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) Shares shall not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but instead . The holders thereof shall be entitled only to only such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that if, after the Effective Time, (i) if any such holder fails of Dissenting Shares shall have failed to perfectestablish his entitlement to appraisal rights as provided in Section 262 of the DGCL, waives, withdraws, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such shares or loses such holder’s lost his right to appraisal pursuant to and payment for his shares under Section 262 of the DGCL, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a court petition demanding a determination of competent jurisdiction shall determine that such holder is not entitled to the relief value of all Dissenting Shares within the time provided by in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares of Company Common Stock and each such share shall be treated as if they it had been converted as of the Effective Time Time, into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without interest thereon, upon transfer of such sharesfrom the Surviving Corporation as provided in Section 3.2 hereof. The Company shall provide Acquiror give Mergerco prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demandshares, and any other demand, notice, or instrument delivered Mergerco shall have the right to the Company prior to the Effective Time that relates participate in all negotiations and proceedings with respect to such demanddemands. Except The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedMergerco, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 4.01(a), shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 4.01(a)(i)) and held by a record holder or beneficial owner who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is statutorily entitled to demand and has properly exercised exercise appraisal rights of such shares in accordance and who duly complies with Section 262 all provisions of the DGCL PBCL concerning the right of holders of Common Stock to dissent from the Merger and seek appraisal of their shares (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal dissenters rights under the DGCL PBCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 Subchapter D of Chapter 15 of the DGCLPBCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal dissenters pursuant to Section 262 Subchapter D of Chapter 15 of the DGCL, PBCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 Subchapter D of Chapter 15 of the DGCLPBCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 4.01(a)(ii), without interest thereon, upon transfer surrender of such sharesCertificate formerly representing such share. Notwithstanding anything to the contrary contained in Section 4.01(a)(ii), if the Merger is rescinded or abandoned prior to the Effective Time, then the right of any shareholder to be paid the fair value of such shareholder’s Dissenting Shares pursuant to Subchapter D of Chapter 15 of the PBCL shall cease. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the PBCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any other provision of contained in this Agreement to the contraryAgreement, shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a holder shareholder who has not voted in favor of adoption of this Agreement perfected his or consented thereto in writing and who is entitled her right to demand dissent under the BCA and has properly exercised appraisal rights not effectively withdrawn or lost such right as of the Effective Date (any such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively herein as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but Consideration as provided in Section 2.7(b) and instead shall be entitled to such rights (but only such rights rights) as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, BCA (unless and until such holder fails shareholder shall have failed to perfect, waivesor shall have effectively withdrawn or lost, withdrawssuch shareholder’s right to dissent from the Merger under the BCA) 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 BCA. If any such shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right prior to the Election Deadline, or loses each of such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had deemed to be Non-Election Shares for all purposes of this Agreement, unless such shareholder shall thereafter otherwise make a timely Election under this Agreement. If any holder of Dissenting Shares shall have so failed to perfect or has effectively withdrawn or lost such shareholder’s right to dissent from the Merger after the Election Deadline, each of such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Aggregate Merger Stock Consideration or the Cash Consideration, or a combination thereof, as determined by Parent in accordance with its sole discretion (subject to Section 3.1 without interest thereon, upon transfer of such shares2.7(g)). The Company shall provide Acquiror give Parent (i) prompt written notice of any demands received by the Company notice or demand for appraisal of or payment for shares of Company Common Stock, any waiver or withdrawal of Stock received by Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demanddemand or notices. Company shall not, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, offer for settle or offer to settle, otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, to the extent (if at all) that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected his or her demand for appraisal rights of such shares in accordance with under Section 262 of the DGCL or any successor provision (such shares of Company Common Stock being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect or otherwise waives"), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall will not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but instead shall the holders of Dissenting Shares will be entitled to only receive from the Company such rights consideration as are granted by will be determined pursuant to Section 262 of the DGCL; provided, however, that if, after the Effective Time, if any such holder fails will have failed to perfect, waives, withdraws, perfect or loses such holder’s will effectively withdraw or lose his or her right to appraisal pursuant to Section 262 of and payment under the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares each share of Company Common Stock shall held by such holder will thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer the surrender of the Certificate representing such sharesshare of Company Common Stock pursuant to Section 3.4, and such shares will not be deemed to be Dissenting Shares. The Company shall provide Acquiror will give Mergerco (i) prompt written notice of any written notices or demands for appraisal of Company Common Stock received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of and (ii) the opportunity to participate and direct all negotiations and proceedings with respect to any such demanddemands or notices. The Company will not, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedMergerco, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, or otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 4.1, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock cancelled in accordance with Section 3.1(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of such shares Company Shares in accordance with Section 262 Sections 92A.300 through 92A.500, inclusive, of the DGCL Nevada Merger Act (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL Nevada Merger Act with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger ConsiderationConsideration Shares, but instead shall be entitled to only such rights as are granted by Section 262 Sections 92A.300 through 92A.500, inclusive, of the DGCLNevada Merger Act; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 Sections 92A.300 through 92A.500 of the DGCLNevada Merger Act, inclusive, of the Nevada Merger Act or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 Sections 92A.300 through 92A.500, inclusive, of the DGCLNevada Merger Act, such shares of Company Common Stock Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate portion of the Merger Consideration Shares to which such holder is entitled pursuant to the applicable subsections of Section 3.1, without interest thereon upon surrender of the Company Stock Certificate or Company Stock Certificates representing such Dissenting Shares in accordance with Section 3.1 without interest thereon, upon transfer of such shares3.3. The Company shall promptly provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Nevada Merger Act that relates to such demand. Except with , and Parent shall have the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment opportunity to participate in all negotiations and proceedings with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement anything to the contrarycontrary set forth in this Agreement, no 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 respect of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised which appraisal rights of such shares shall have been perfected in accordance with Section 262 of the DGCL in connection with the Merger (such shares of Company Common Stock being referred to collectively as the collectively, “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a that portion of the Aggregate Merger ConsiderationConsideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead shall be entitled converted into the right to only receive such rights consideration as are granted by Section 262 of may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL; provided. Each holder of Dissenting Shares who, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 the provisions of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not becomes entitled to the relief provided by Section 262 payment of the fair value of such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL, such ). In the event that any holder of Company Common Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Common Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, in accordance with and following the satisfaction of the applicable requirements and conditions set forth in Section 3.1 without interest thereon, upon transfer of such shares2.2. The Company shall provide Acquiror give Parent prompt written notice (and in no event more than two Business Days) of (i) any demands demand received by the Company for appraisal of shares Company Common Stock (and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder of Company Common Stock, any waiver or withdrawal Stock of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except appraisal rights in accordance with the DGCL. The Company agrees that, except with Parent’s prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or deniedconditioned), the Company it shall not voluntarily make any payment or offer to make any payment with respect to, or settle, settle or offer to settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate aggregate Merger Consideration in accordance with Section 3.1 2.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror Parent (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares with respect to each share of Company Common Stock issued and outstanding immediately prior as to which the Effective Time and held by a holder who has not voted in favor thereof shall have properly complied with the provisions of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL as to appraisal rights (such shares of Company Common Stock being referred to collectively as the each, a “Dissenting Shares” until Share”), if any, such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall share will not be converted into a into, or represent the right to receive a portion of receive, the Aggregate Merger Consideration, but instead . Such holder shall be entitled to only such rights as are granted payment, solely from the Surviving Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that if(i) if any holder of Dissenting Shares, after under the Effective Timecircumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such holder fails to perfect, waives, withdraws, Dissenting Shares or loses such holder’s lost his right to appraisal pursuant to and payment for his shares of Company Common Stock under Section 262 of the DGCL, (ii) if any holder of Dissenting Shares fails to establish his entitlement to appraisal rights as provided in the DGCL or (iii) if a court any holder of competent jurisdiction shall determine Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to the relief provided by Section 262 of payment for his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock, and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Common Stock shall thereafter be treated as if they had deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 receive, without interest thereon, upon transfer of such sharesthe Merger Consideration. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered Parent shall have the right to the Company prior to the Effective Time that relates participate in all negotiations and proceedings with respect to such demanddemands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the The Company shall not settle, make any payment payments with respect to, or settle, or offer to settle, any such demandsclaim with respect to Dissenting Shares without the written consent of Parent.

Dissenting Shares. (a) Notwithstanding the provisions of Section 1.7 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares which are issued and outstanding immediately prior to the Effective Time and which are held of record by a holder stockholders who has not voted in favor of adoption of this Agreement or consented thereto in writing have the right to, and who is entitled to demand and has properly exercised perfect the right to, an appraisal rights of such shares Shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as or any successor provision) (the “"Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares") shall not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, Consideration at or after the Effective Time, unless and until the holder of such holder fails Dissenting Shares shall have failed to perfect, waives, withdraws, perfect or loses shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL. If a holder of Dissenting Shares shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into and represent the right to receive the Merger Consideration, without any interest thereon, as provided in Section 1.7(a). (b) The Company or the Surviving Corporation, as the case may be, shall give Harcxxxx (x) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the DGCLDGCL received by the Company or the Surviving Corporation, or if a court of competent jurisdiction shall determine that such holder is not entitled as the case may be, and (ii) the opportunity to the relief provided by direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of or the Surviving Corporation, as the case may be, will not voluntarily make any payment with respect to any demands received by the Company for appraisal of shares of Company Common Stockand will not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedHarcourt, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, settle any such demands.. SECTION 1.10

Dissenting Shares. Notwithstanding any provision of this ----------------- Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders of such shares of Company Common Stock who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has have properly exercised appraisal rights of such shares with respect thereto (the "Dissenting Common Stock") in accordance with Section 262 of the DGCL (DGCL, shall not be exchangeable for the right to receive the Merger Consideration, and holders of such shares of Company Dissenting Common Stock being referred shall be entitled to collectively as receive payment of the “appraised value of such shares of Dissenting Shares” Common Stock in accordance with the provisions of Section 262 of the DGCL unless and until such time as holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or otherwise waives, withdraws, effectively withdraws or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLright, such shares of Company Dissenting Common Stock shall thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.3, upon transfer if this Agreement is terminated prior to the Effective Time, then the right of any stockholder to be paid the fair value of such sharesstockholder's Dissenting Common Stock pursuant to Section 262 of the DGCL shall cease. The Company shall provide Acquiror give Parent (i) prompt written notice of any demands received by the Company for appraisal appraisals of, or payment of the fair value for, shares of Company Dissenting Common Stock, any waiver or withdrawal withdrawals of any such demanddemands, and any other demand, notice, or instrument delivered instruments served pursuant to the DGCL received by the Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company prior to the Effective Time that relates to such demand. Except shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, to any demands for appraisals or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than Treasury Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and demanded appraisal rights of such shares pursuant to, and complies in accordance all respects with Section 262 of the DGCL (such shares of Company Common Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Capital Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 3.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 3.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand, and Parent and US Holdco shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent and US Holdco, the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrarycontrary (but subject to the provisions of this Section 2.3), shares of Company Common Stock issued and Shares and/or Preferred Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised demanded appraisal rights of for such shares Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as shares, the “Dissenting Shares” until such time ”) shall not be converted into the right to receive the Merger Consideration or the Series A Preferred Stock Consideration, as applicable. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL. If any such holder fails to perfect or otherwise waives, withdraws, withdraws or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a his right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by appraisal under Section 262 of the DGCL; providedDGCL or other applicable Law, howeverthen the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, that if, after as of the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock into and shall be treated as if they had been converted as of the Effective Time into exchangeable solely for the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 or the Series A Preferred Stock Consideration, as applicable, without interest thereon, upon transfer and subject to any withholding of such sharesTaxes required by applicable Law as provided in Section 2.5. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver Shares or withdrawal of any such demand, Preferred Shares and any other demand, notice, or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time that relates to such demand. Except Time, the Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, or settle, settle or offer to settlecompromise, any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with with, and has complied in all respects with, Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to validly perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Closing Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCLDGCL and shall not be entitled to exercise any voting rights or other rights of a stockholder of the Surviving Corporation; provided, however, that if, after the First Effective Time, such holder fails to validly perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, DGCL such shares of Company Common Stock shall be treated as if they had been converted as of the First Effective Time into the right to receive the Aggregate Closing Merger Consideration in accordance with Section 3.1 3.02 without interest thereon, upon transfer delivery of such sharesa duly completed and validly executed Letter of Transmittal and the surrender of the Certificates in accordance with Section 3.03(c) or delivery of a lost certificate affidavit. The Company shall provide Acquiror prompt written notice of any written demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the First Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock issued and or Company Preferred Stock outstanding immediately prior to the Effective Time and held by a holder Company Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand or by electronic transmissions and has properly exercised demanded appraisal rights of for such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the shares, “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a the right to receive a portion the Closing Merger Consideration and shall instead represent the right to receive payment of the Aggregate Merger Considerationfair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. At the Effective Time, but instead (i) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares shall be entitled to only such rights as are may be granted by to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, DGCL or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such shares holder to be paid the fair value of Company Common Stock such Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted converted, as of the Effective Time Time, into and shall only represent the right to receive the Aggregate Closing Merger Consideration upon the surrender of such shares in accordance with Section 3.1 without interest thereon, upon transfer of such sharesthis Article II. The Company shall provide Acquiror give Parent reasonably prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock or Company Preferred Stock, any waiver or withdrawal attempted withdrawals of any such demand, demands and any other demand, notice, or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time that relates to such demand. Except Time, the Company shall not, except with the prior written consent of Acquiror Parent (which such consent shall not to be unreasonably conditioned, withheld, delayed conditioned or denieddelayed), the Company shall not make any payment with respect to, or settle, settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive their pro rata portion of the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror OmniLit prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror OmniLit (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares Each outstanding share of Company Common Stock issued and outstanding immediately prior as to the Effective Time and held by which a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who written demand for appraisal is entitled to demand and has properly exercised appraisal rights of such shares filed in accordance with Section 262 of the DGCL (and not withdrawn, and with respect to which a consent is not given in favor of the Company Merger shall not be converted into or represent a right to receive the Per Share Merger Consideration unless and until the holder thereof shall have failed to perfect, or shall have effectively withdrawn or lost, the right to appraisal of and payment for each such share of Company Common Stock under Section 262, at which time each such share shall be converted into the right to receive the Per Share Merger Consideration. All such shares of Company Common Stock being as to which such a written demand for appraisal is so filed and not withdrawn and with respect to which a consent is not given in favor of the Company Merger, except any such shares of Company Common Stock the holder of which, prior to the Company Effective Time, shall have effectively withdrawn or lost such right to appraisal and payment for such shares of Company Common Stock under Section 262, are herein referred to collectively as the “"Dissenting Shares” until ." The Company shall give Laser prompt notice upon receipt by the Company of any written demands for appraisal rights, withdrawal of such time as such holder fails demands, and any other written communications delivered to perfect or otherwise waivesthe Company pursuant to Section 262, withdrawsand the Company shall give Laser the opportunity, or loses such holder’s appraisal rights under to the DGCL extent permitted by Law, to participate in all negotiations and proceedings with respect to such shares) demands. Except with the prior written consent of Laser, the Company shall not be converted into a right voluntarily make any payment with respect to receive a portion any demands for appraisal rights and shall not settle or offer to settle any such demands. Each holder of Dissenting Shares who becomes entitled, pursuant to the Aggregate Merger Considerationprovisions of Section 262, but instead shall be entitled to only payment for such rights as are granted by shares of Dissenting Shares under the provisions of Section 262 of shall receive payment therefor from the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, Surviving Corporation and such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demandscancelled thereafter.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrarySection 3.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 3.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL Delaware Law (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect perfect, withdraws or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL Delaware Law with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled to only payment of the appraised value of such rights as are granted by shares in accordance with Section 262 of the DGCLDelaware Law; provided, however, provided that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal appraisal, pursuant to Section 262 of the DGCL, Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLDelaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 3.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesUncertificated Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision For purposes of this Agreement, “Dissenting Shares” means Seller Common Shares held as of the Effective Time by a stockholder of Seller who has not voted such Seller Common Shares in favor of the approval and adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with applicable law and not effectively withdrawn or forfeited prior to the contraryEffective Time. Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration, shares unless such stockholder of Company Seller shall have forfeited his, her or its right to appraisal under applicable law or properly withdrawn, his, her or its demand for appraisal. If such dissenting stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration in respect of such Seller Common Stock issued Shares pursuant to Section 4.1. The Seller shall give the Buyer (i) prompt notice of any written demands for appraisal of any Seller Common Shares, withdrawals of such demands, and outstanding immediately any other instruments that relate to such demands received by the Seller and (ii) the opportunity, prior to the Effective Time to participate at its own expense, and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails direct all negotiations and proceedings with respect to perfect, waives, withdraws, or loses such holder’s right to demands for appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesunder applicable law. The Company Seller shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror the Buyer (which consent shall will not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, to any demands for appraisal of Seller Common Shares or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding any provision of Anything in this Agreement to the contrarycontrary notwithstanding, shares each share of Company Common Stock issued and or Company Class B Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has properly exercised demanded appraisal rights for such share of such shares Company Common Stock or Company Class B Preferred Stock in accordance with Section 262 of the DGCL, if such Section 262 of the DGCL (provides for appraisal rights for such shares of Company Common Stock being referred or Company Class B Preferred Stock in the Merger ("Dissenting Shares"), shall not: (a) in the case of the Company Common Stock, be converted into or be exchangeable for the right to collectively receive the Merger Consideration; or (b) in the case of the Company Class B Preferred Stock, remain issued and outstanding following the Merger, unless and until such holder of Company Common Stock or Company Class B Preferred Stock, as the “Dissenting Shares” until such time as case may be, fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or otherwise waives, withdraws, withdraws or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a his right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Timeappraisal, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of Dissenting Shares shall: (a) in the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares case of Company Common Stock shall Stock, thereupon be treated as if they such shares had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, if any, to which such holder is entitled, without interest or dividends thereon; and (b) in the case of Company Class B Preferred Stock, upon transfer of such sharesremain issued and outstanding and unaffected by the Merger. The Company shall provide Acquiror give Parent (a) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock or Company Class B Preferred Stock, any waiver or withdrawal attempted written withdrawals of any such demanddemands, and any other demand, notice, or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to stockholders' rights to appraisal with respect to the Effective Time that relates Merger; and (b) the opportunity to direct all negotiations and proceedings with respect to any exercise of such demandappraisal rights under the DGCL. Except The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, or settle, or offer to settle, settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with NRSC Section 262 92A.300 of the DGCL NRSC (such shares of Company Common Stock being referred to collectively as the “"Dissenting Shares” " until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s 's appraisal rights under the DGCL NRSC with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by NRSC Section 262 92A.300 of the DGCLNRSC; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s 's right to appraisal pursuant to NRSC Section 262 of 92A.480of the DGCL, NRSC or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by NRSC Section 262 92A.480 of the DGCLNRSC, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NRSC that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, in the event that the applicable requirements of Section 1300(b) of the CGCL have been satisfied, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder shareholder (the “Dissenting Shareholders”) who has (a) voted such shareholder’s shares of Company Common Stock against the Merger (or did not voted in favor of adoption of this Agreement or consented consent thereto in writing and who writing, if approval the Merger is obtained by written consent), (b) is entitled to demand and has properly exercised appraisal rights of demand that the Company purchase such shares at their fair market value in accordance with Section 262 1301 of the DGCL CGCL, (c) has submitted such shares for endorsement in accordance with Section 1302 of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails CGCL and (d) has not otherwise failed to perfect or otherwise waives, withdraws, effectively withdrawn or loses lost such holder’s appraisal rights under right to require the DGCL with respect Company to so purchase such shares) , shall not be converted into a or be exchangeable for the right to receive a portion of the Aggregate Merger ConsiderationConsideration (the “Dissenting Shares”), but instead such Dissenting Shareholder shall be entitled to only such rights have the Dissenting Shares purchased by the Company for cash at the fair market value thereof as are granted by Section 262 agreed upon or determined in accordance with the provisions of Chapter 13 of the DGCL; provided, however, that if, after CGCL (and at the Effective Time, such holder fails Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to perfectexist, waivesand such Dissenting Shareholder shall cease to have any rights with respect thereto, withdrawsexcept the right to have the Dissenting Shares purchased by the Company in accordance with the provisions of Chapter 13 of the CGCL), unless and until such Dissenting Shareholder shall have failed to perfect or loses shall have effectively withdrawn or lost such right to require the Company to so purchase the Dissenting Shares. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration for each such share of Company Common Stock, in accordance with Section 3.1 3.1(b), without any interest thereon, upon transfer of such shares. The Company shall provide Acquiror give Parent (i) prompt written notice of any written demands for pursuant to Chapter 13 of the CGCL, attempted withdrawals of such demands and any other instruments served pursuant to Chapter 13 of the CGCL and received by the Company for appraisal of relating to a shareholder’s demand that the Company purchase shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered (ii) the opportunity to the Company prior to the Effective Time that relates direct all negotiations and proceedings with respect to such demanddemands. Except The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demandsdemand for purchase and payment.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrarySection 2.02, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has properly exercised appraisal demanded dissenters' rights of for such shares Shares in accordance with Section 262 of the DGCL Florida Law (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares"DISSENTING SHARES") shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead such Dissenting Shares shall be entitled converted into the right to only receive such rights consideration as are granted by Section 262 may be determined to be due to holders of the DGCL; providedDissenting Shares pursuant to Florida Law, however, that if, after the Effective Time, unless and until such holder fails to perfect, waives, withdraws, perfect or withdraws or otherwise loses such holder’s 's right to appraisal pursuant to Section 262 of dissenters' rights. If after the DGCL, or if a court of competent jurisdiction shall determine that Effective Time such holder is not entitled fails to the relief provided by Section 262 of the DGCLperfect or withdraws or loses his right to dissenters' rights, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesConsideration. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company dissenters' rights prior to the Effective Time that relates Time, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demanddemands. Except The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands. Notwithstanding the foregoing, if the Shares continue to be listed on the Nasdaq National Market System ("NMS") as of the record date set for the shareholders of the Company to vote on the Merger or, if Merger Sub and Parent own at least 80% of the outstanding Shares, at such time as the record date would have been set, the Company represents and warrants that no dissenters' rights, appraisal rights or similar rights will apply to the transactions contemplated by this Agreement. The Company shall not take any action prior to consummation of the Offer to delist the Shares from the Nasdaq NMS.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected its, his or her appraisal rights of such shares in accordance with under Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the a “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such sharesStockholder”) shall not be converted into a or be exchangeable for the right to receive a portion of the Aggregate Merger ConsiderationConsideration (the “Dissenting Shares”), but instead such holder shall be entitled to only receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (or any successor provision) (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights as are granted by with respect thereto, except the rights set forth in Section 262 of the DGCL; provided), however, that ifunless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If, after the Effective Time, any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such holder fails to perfectright, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration for each such share of Company Common Stock, in accordance with Section 3.1 2.2, without any interest thereon, upon transfer of such shares. The Company shall provide Acquiror give Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, any waiver or withdrawal attempted withdrawals of any such demand, demands and any other demand, notice, or instrument delivered instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands for appraisal. Without limiting the generality of the foregoing, prior to the Effective Time that relates to such demand. Except the Company shall not, except with the prior written consent of Acquiror Parent, (which consent shall not be unreasonably conditioned, withheld, delayed i) make any payment or denied), the Company shall not agree to make any payment with respect toto any demands for appraisal, or settle, or (ii) offer to settle, settle or settle any such demandsdemands or (iii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Target Common Stock or Target Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Target Common Stock and Target Preferred Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Per Share Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Target Common Stock and Target Preferred Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Per Share Merger Consideration in accordance with Section 3.1 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company Target shall provide Acquiror Acquirer prompt written notice of any demands received by the Company Target for appraisal of shares of Company Target Common Stock and Target Preferred Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company Target prior to the Effective Time pursuant to the DGCL that relates to such demand, and Acquirer shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Acquirer, the Company Target shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder Company Stockholder who (A) has not (x) voted in favor of the adoption of this Agreement or consented thereto in writing or (y) otherwise waived such Company Stockholder’s right to appraisal under applicable Law and who is entitled (B) has, with respect to demand such Company Stockholder’s Company Shares, complied in all respects with, and has does in fact properly exercised exercise appraisal rights of such shares in accordance with the manner provided by Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a or be exchangeable for the right to receive a portion of the Aggregate Merger Consideration, consideration specified in Section 2.5 but instead shall be entitled to only such rights as are granted by Section 262 of converted into the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. At the Effective Time, the Dissenting Shares, if any, will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder of Dissenting Shares will cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such Company Stockholder withdraws, fails to perfect, or otherwise loses such right to appraisal, or if a court of competent jurisdiction shall determine that such holder Company Stockholder is not entitled to the relief provided by Section 262 of the DGCL, the Dissenting Shares held by such shares of Company Common Stock Stockholder shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration consideration specified in accordance with Section 3.1 without interest thereon, upon transfer of such shares2.5. The Company shall provide Acquiror give Purchaser (a) prompt written notice of of, together with copies of, any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demandShares pursuant to the DGCL, and any other demand, notice, or instrument delivered (b) the right to the Company prior to the Effective Time that relates participate in and control all negotiations and Proceedings with respect to such demanddemands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent Consent of Acquiror Purchaser, (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not i) make any payment with respect to, or settle, settle or offer to settlesettle or approve any withdrawal of, any such demandsdemand, (ii) waive any failure to properly make or effect any such demand or to take any action required to perfect such appraisal rights or (iii) agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrarySection 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL Delaware Law (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect perfect, withdraws or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL Delaware Law with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled to only payment of the appraised value of such rights as are granted by shares in accordance with Section 262 of the DGCLDelaware Law; provided, however, provided that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal appraisal, pursuant to Section 262 of the DGCL, Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLDelaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesUncertificated Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, or offer to settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding any provision the foregoing provisions of this Agreement Article II, if any Dissenting Shareholder shall demand to be paid the “fair market value” of its Dissenting Shares, as provided in Chapter 13 of the CGCL, such Dissenting Shares shall not be converted into or exchangeable for a right to receive the Per Share Amount and the holders thereof shall be entitled only to payment of the fair market value of such Dissenting Shares, in accordance with Chapter 13 of the CGCL, unless and until such Dissenting Shareholder withdraws (in accordance with Chapter 13 of the CGCL) or effectively loses the right to dissent. At the Effective Time, the Dissenting Shares shall no longer be outstanding, and each holder of a Company Stock Certificate that immediately prior to the contraryEffective Time represented Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair market value of such shares in accordance with the provisions of Chapter 13 of the CGCL. Each holder of Dissenting Shares who becomes entitled to payment of the fair market value for such shares pursuant to Chapter 13 of the CGCL shall receive payment therefor from the Surviving Corporation in accordance with the CGCL; provided, however, that if any such holder of Dissenting Shares fails to perfect or otherwise effectively withdraws or loses such holder’s right to receive payment of the fair market value of such Dissenting Shares, each share held by such holder shall not constitute a Dissenting Share and shall be treated as if it had been a share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor converted, as of adoption the Effective Time, into and shall represent only the right to receive (upon the surrender of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of the certificate representing such shares share) the Per Share Amount in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives2.06, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without any interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Capital Stock (whether in certificated or book-entry form) issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 the applicable provisions of Sections 92A.300 through 92A.500 of the DGCL NRS (such shares of Company Common Capital Stock being referred to collectively as the “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL NRS with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 Sections 92A.300 through 92A.500 of the DGCLNRS; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 Sections 92A.300 through 92A.500 of the DGCL, NRS or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 Sections 92A.300 through 92A.500 of the DGCLNRS, such shares of holder’s Company Common Stock Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 1.8, without interest thereon, upon surrender of the Capital Stock Certificate formerly representing such Company Dissenting Shares or transfer of such sharesthe Capital Stock Book-Entry Shares, as applicable. The Company shall provide Acquiror prompt Parent written notice of any demands received by the Company for appraisal of shares of Company Common Capital Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time that relates to such demand, and the Company shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands; provided, that Parent shall have the right to consent to any final resolution of such demands, which consent shall not be unreasonably withheld, conditioned or delayed. Except with the prior written consent of Acquiror (Parent, which consent shall not be unreasonably conditioned, withheld, delayed conditioned or denied)delayed, the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time and held owned by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and Company Stockholder who is entitled to demand and has properly exercised demanded appraisal rights of for such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (such shares of shares, “Dissenting Shares”), shall not be converted into the right to receive the Per Share Company Common Stock being referred Consideration, the Per Share Company Preferred Stock Consideration or the Earn Out Shares and shall instead entitle such Company Stockholder only to collectively such rights as may be granted to him, her or it under the “Dissenting Shares” until DGCL. If any such time as such holder Company Stockholder fails to perfect or otherwise waives, withdraws, withdraws or loses such holderCompany Stockholder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by appraisal under Section 262 of the DGCL; providedDGCL (or other applicable Law), howeverthen such Company Stockholder’s Dissenting Shares shall be deemed to have been converted, that if, after as of the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock into and shall be treated as if they had been converted as of the Effective Time into exchangeable solely for the right to receive the Aggregate Merger Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in accordance with Section 3.1 without interest thereonhis, upon transfer of such sharesher or its Earn Out Pro Rata Share), in accordance with this Article III and Article IV. The Company shall provide Acquiror give Parent prompt written notice (and in any event within one Business Day) of any demands demand received by the Company for appraisal of shares of Company Common Stock, any waiver or attempted withdrawal of any such demand, demand and any other demand, notice, or instrument delivered served pursuant to the Company prior DGCL, and received by the Company, relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time that relates to such demand. Except Time, the Company shall not, except with the prior written consent of Acquiror Parent (which consent shall not to be unreasonably conditioned, withheld, delayed conditioned or denieddelayed), the Company shall not make any payment with respect to, or settle, settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this ----------------- Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders of such shares of Company Common Stock who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has have properly exercised appraisal rights of such shares with respect thereto (the "Dissenting Common Stock") in accordance with Section 262 of the DGCL (DGCL, shall not be exchangeable for the right to receive the Merger Consideration, and holders of such shares of Company Dissenting Common Stock being referred shall be entitled to collectively as receive payment of the “appraised value of such shares of Dissenting Shares” Common Stock in accordance with the provisions of Section 262 of the DGCL unless and until such time as holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or otherwise waives, withdraws, effectively withdraws or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLright, such shares of Company Dissenting Common Stock shall thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.3, upon transfer if (i) the Merger is rescinded or abandoned or (ii) the stockholders of the Company revoke the authority to effect the Merger, then the right of any stockholder to be paid the fair value of such sharesstockholder's Dissenting Common Stock pursuant to Section 262 of the DGCL shall cease. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal appraisals of shares of Company Dissenting Common Stock. The Company shall not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, to any demands for appraisals or offer to settle, settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, and solely to the extent available under the CRS, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by a holder Company shareholder (a “Dissenting Shareholder”) who has not (i) neither voted in favor of adoption the Merger nor executed a writing consenting to the Merger, (ii) caused the Company to receive, before any vote is taken at any meeting where a notice of this Agreement or consented thereto in writing and who is entitled dissenters’ rights has been given to such a shareholder, written notice of such holder’s intention to demand and has properly exercised appraisal rights payment for such holder’s shares of such shares Common Stock in accordance with Section 262 0-000-000 of the DGCL CRS, and (iii) otherwise properly perfected and not withdrawn or lost his, her or its rights in accordance with Article 113 of Title 7 of the CRS (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder shareholder fails to perfect perfect, withdraws or otherwise waives, withdraws, or loses such holdershareholder’s appraisal rights under the DGCL with respect to such sharesdissenters’ rights) shall not be converted into a into, or represent the right to receive a portion of receive, the Aggregate Per Share Merger Consideration, but instead . Each Dissenting Shareholder shall be entitled to only receive payment for such rights as are granted shares held by it in accordance with Section 262 0-000-000 of the DGCLCRS; provided, however, that if, after the Effective Time, such holder if a Dissenting Shareholder fails to perfect, waives, withdraws, withdraws or loses such holderDissenting Shareholder’s right to appraisal demand payment pursuant to Section 262 of the DGCLto, or if a court of competent jurisdiction shall determine determines that such holder Dissenting Shareholder is not entitled to the relief provided by Section 262 Article 113 of Title 7 of the DGCLCRS, such shares of Company Common Stock Dissenting Shares held by such Dissenting Shareholder shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into into, and represent the right to receive receive, the Aggregate Per Share Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by in the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demandmanner provided in this Article II. Except with as otherwise provided by Article 113 of Title 7 of the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)CRS, the Company shall not make any demand for payment with respect to, or settle, or offer to settle, any such demandsand deposit of certificates is irrevocable.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares no share of Company Common Stock issued and outstanding immediately prior to Stock, the Effective Time and held by a holder who has of which shall not have voted in favor of adoption of this Agreement or consented thereto in writing to the Merger and who is entitled to demand and has shall have properly exercised appraisal rights complied with the provisions of such shares in accordance with Section 262 of the DGCL as to appraisal rights (such shares of Company Common Stock being referred to collectively as the a “Dissenting Shares” until such time as such holder fails to perfect or otherwise waivesShare”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be deemed converted into a and to represent the right to receive a portion Merger Consideration hereunder; and the holders of the Aggregate Merger ConsiderationDissenting Shares, but instead if any, shall be entitled to such rights (but only such rights rights) as are granted by Section 262 of the DGCL; provided, however, that ifif any holder of Dissenting Shares shall fail to perfect or otherwise shall waive, after withdraw or lose the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to under Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such holder or holders (as the case may be) shall forfeit such rights as are granted by Section 262 and each such Dissenting Share shall thereupon be deemed to have been converted into, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.02, of the certificate or certificates that formerly evidenced such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesStock. The Company shall provide Acquiror give Parent prompt written notice of any written demands received by the Company for appraisal of shares of any Company Common StockStock and the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, or settleto any demands for appraisal of Company Common Stock, or offer to settle, settle or settle any such demands. Any amount payable to any holder of Dissenting Shares exercising appraisal rights shall be paid in accordance with the DGCL solely by the Survivor from its own funds.

Dissenting Shares. Notwithstanding any other provision of this Agreement to the contrary, shares of Company Common Stock issued and 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 adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights shall have demanded payment of the fair value for such shares in accordance with Section 262 of the DGCL IBCA (such shares of Company Common Stock being referred to collectively as collectively, the “Dissenting "Dissenters' Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares") shall not be converted into a or represent the right to receive a portion of the Aggregate Merger Consideration, but . Such stockholders instead shall be entitled to only receive payment of the fair value of such shares held by them in accordance with the provisions of the IBCA, except that all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as are granted by Section 262 dissenting stockholders under the IBCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into for the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 receive, without any interest thereon, the Merger Consideration upon transfer surrender in the manner provided in Section 2.4 of the certificate(s) that, immediately prior to the Effective Time, evidenced such shares. The Company shall provide Acquiror give Acquiror: (a) prompt written notice of any written demands received by the Company for appraisal payment of fair value of any shares of Company Common Stock, any waiver or withdrawal attempted withdrawals of any such demand, demands and any other demand, notice, or instrument delivered instruments served pursuant to the IBCA and received by the Company prior relating to stockholders' dissenters' rights; and (b) the Effective Time that relates opportunity to such demandparticipate in all negotiations and proceedings with respect to demands under the IBCA consistent with the obligations of the Company thereunder. Except The Company shall not, except with the prior written consent of Acquiror Acquiror, (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not x) make any payment with respect toto such demand, or settle, or (y) offer to settle, settle or settle any such demands.demand 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 IBCA. ARTICLE 3

Dissenting Shares. Notwithstanding Section 2.06 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder any Person who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of for such shares Shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled only to only such rights as are granted by Section 262 the DGCL to a holder of the DGCLDissenting Shares; provided, however, that if, after the Effective Time, if such holder fails to timely perfect, waives, withdraws, effectively withdraws or loses such holder’s right to appraisal appraisal, pursuant to Section 262 of the DGCLDGCL with respect to such Shares, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into into, and to have become exchangeable solely for, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 2.06(a) (less any payments made by the Surviving Corporation with respect to such Shares in accordance with Section 262(h) of the DGCL) without interest thereon, upon transfer surrender of such sharesCertificate formerly representing such Share in accordance with the provisions of Section 2.07. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates relate to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or offer to settle or settle, or offer to settle, otherwise negotiate any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement anything herein to the contrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected his or her demand for appraisal rights of such shares in accordance with under Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but instead the holders of such Dissenting Shares shall be entitled to only receive such rights consideration as are granted by shall be determined pursuant to Section 262 of the DGCL; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, waives, withdraws, timely perfect or loses such holder’s shall have effectively withdrawn or lost his or her right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of under the DGCL, such holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer and such shares shall not be deemed to be Dissenting Shares. At the Effective Time, any holder of such sharesDissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in this Section 3.4. The Company shall provide Acquiror give Buyer and Acquisition Sub prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered Buyer and Acquisition Sub shall have the right to the Company prior to the Effective Time that relates participate in all negotiations and proceedings with respect to such demanddemands except as required by applicable Law. Except The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedBuyer, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, to any demands for fair value for Dissenting Shares or offer to settle, settle or negotiate in respect of any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time of the Merger and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares of Company Capital Stock in accordance with Section 262 of the DGCL (such shares of Company Common Stock Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion the applicable amount of the Aggregate Merger ConsiderationParent Common Stock contemplated by Section 1.5(a)(ii), but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective TimeTime of the Merger, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with applicable amount of Parent Common Stock contemplated by Section 3.1 without interest thereon1.5(a)(ii), upon transfer of if any, to which such sharesholder is entitled. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Capital Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior pursuant to the Effective Time DGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not, and shall not permit the Company to, make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has that have not been voted in favor of for adoption of this Agreement or consented thereto in writing and who is entitled with respect to demand and has properly exercised which appraisal rights of such shares shall have been properly perfected in accordance with Section 262 of the DGCL (such shares of the "Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares") shall not be converted into a the right to receive a portion of the Aggregate Merger ConsiderationConsideration in accordance with this Agreement, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, at or after the Effective Time, unless and until the holder of such Company Dissenting Shares withdraws its demand for such appraisal in accordance with the DGCL or becomes ineligible for such appraisal. If a holder fails to perfectof Company Dissenting Shares shall withdraw its demand for such appraisal in accordance with the DGCL or shall become ineligible for such appraisal, waivesthen, withdrawsas of the later of the Effective Time or the occurrence of such event, or loses such holder’s right 's Company Dissenting Shares shall cease to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of be Company Common Stock Dissenting Shares and shall be treated as if they had been deemed to have converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer into which its Company Common Stock would otherwise have converted as of such sharesthe Effective Time pursuant to this Agreement. The Company shall provide Acquiror give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, any waiver or withdrawal capital stock of any such demandthe Company, and any other demandParent shall have the right to participate in all negotiations, noticeproceedings, or instrument delivered and settlements with respect to such demands. Before the Effective Time, the Company prior to the Effective Time that relates to such demand. Except with shall not, without the prior written consent of Acquiror (Parent, which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Capital Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 3.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 3.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into or represent a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 3.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands. Any payments to be made in respect of Dissenting Shares shall be made by Parent and/or the Surviving Corporation and not by the Company, Merger Sub or by the Exchange Agent from the Payment Fund.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 3.01, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has that have properly exercised appraisal rights of such shares in accordance with Section 262 Chapters 302A.471 and 302.473 of the DGCL MBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL MBCA with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 Chapters 302A.471 and 302.473 of the DGCLMBCA; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, validly withdraws or otherwise loses such holder’s right to appraisal pursuant to Section 262 Chapters 302A.471 and 302.473 of the DGCL, MBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 Chapters 302A.471 and 302.473 of the DGCLMBCA, such shares of Company Common Stock shall immediately cease to be considered Dissenting Shares, but instead shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 3.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands demands, notices or instruments received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the MBCA that relates to such demand, and shall promptly confirm (from time to time at the request of Parent) the number of shares of Company Common Stock with respect to which such demands, notices or instruments have been delivered to the Company and not validly withdrawn (both on an absolute basis and as a percentage of the total number of outstanding shares of Company Common Stock). Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands, notices and instruments. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not voluntarily make any payment with respect to, or settle, settle or offer to settle, any such demands, notices or instruments, or waive any failure to timely deliver a written demand for appraisal, or agree to do or commit to do any of the foregoing. If any demand for appraisal is made of Dissenting Shares and the Top-Up Option was exercised prior to the Effective Time, then for purposes of determining the appraised value of any Dissenting Shares, the value of the Promissory Note shall be treated as if they had not been paid to or received by the Company and the Top-Up Shares issued shall be treated as if they were not issued or outstanding. Any portion of the aggregate Merger Consideration deposited in the Payment Fund in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares Company Common Shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such sharesCompany Common Shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled canceled and shall cease to exist and shall instead represent the right only to such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate applicable portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 3.1 2.8, without interest thereon, upon transfer of such shares. The Company shall provide Acquiror Buyer prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Buyer shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Buyer, the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL KBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL KBCA with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCLKBCA; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, KBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLKBCA, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder holders of such Company Shares who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised exercise appraisal rights of such shares with respect thereto in accordance with applicable provisions of the DGCL, including, without limitation, Section 262 thereof (the "DISSENTING SHARES") will not be exchangeable for the right to receive the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the DGCL (appraised value of such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” Shares in accordance with those provisions unless and until such time as holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or otherwise waives, withdraws, effectively withdraws or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of and payment under the DGCL, such shares of Company Common Stock shall Dissenting Shares will thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer of such shares. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal of shares appraisals of Company Common StockShares. The Company shall not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, to any demands for appraisal or offer to settle, settle or settle any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out, or the stockholders rescind their approval of the Merger and adoption of, this Agreement, the right of each holder of Dissenting Shares to receive payment of the appraised value of Company Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

Dissenting Shares. Notwithstanding any provision of this Agreement anything to the contrarycontrary set forth in this Agreement, no 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 respect of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised which appraisal rights of such shares shall have been perfected in accordance with Section 262 of the DGCL in connection with the Merger (such shares of Company Common Stock being referred to collectively as the collectively, “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a that portion of the Aggregate Merger ConsiderationConsideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead shall be entitled converted into the right to only receive such rights consideration as are granted by Section 262 of may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL; provided. Each holder of Dissenting Shares who, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 the provisions of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not becomes entitled to the relief provided by Section 262 payment of the fair value of such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL, such ). In the event that any holder of Company Common Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Common Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, in accordance with and following the satisfaction of the applicable requirements and conditions set forth in Section 3.1 without interest thereon, upon transfer of such shares2.2. The Company shall provide Acquiror give Parent prompt written notice (and in no event more than two Business Days) of (i) any demands demand received by the Company for appraisal of shares Company Common Stock (and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder of Company Common Stock, any waiver or withdrawal Stock of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except appraisal rights in accordance with the DGCL. The Company agrees that, except with Parent’s prior written consent of Acquiror (which consent consent, it shall not be unreasonably conditioned, withheld, delayed voluntarily make any payment or denied), the Company shall not offer to make any payment with respect to, or settle, settle or offer to settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by any record holder (a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and “Dissenting Stockholder”) who is entitled to demand and has properly exercised demands appraisal rights of such shares in accordance with pursuant to the provisions of Section 262 of the DGCL (such shares of Company Common Stock being are referred to collectively in this Agreement as the “Dissenting Shares.” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) Dissenting Shares shall not be converted into a or represent the right to receive a portion any Merger Consideration (along with any cash in lieu of fractional Parent ADSs as provided in Section 2.2(e) and any unpaid dividends and distributions with respect to such Parent ADSs as provided in Section 2.2(c)) and the Aggregate Merger Consideration, but instead holders thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL; providedDGCL unless and until the Dissenting Stockholder holding particular Dissenting Shares has failed to perfect his, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, her or loses such holder’s its right to appraisal pursuant to Section 262 under the DGCL in respect of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares or has effectively waived, withdrawn or lost his, her or its demand for appraisal in respect of Company Common Stock such shares. If such Dissenting Stockholder has so failed to perfect or has waived, withdrawn or lost his, her or its rights to appraisal in respect of such shares, then such Dissenting Shares shall cease to be treated as if they had been converted as of the Effective Time into the right Dissenting Shares and shall thereafter entitle such Dissenting Stockholder to receive the Aggregate Merger Consideration as provided in accordance with Section 3.1 without interest thereon, upon transfer 2.1(c)(i) in respect of such shares. The Company shall provide Acquiror prompt written notice comply with those provisions of any demands received Section 262 of the DGCL which are required to be performed by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demandthe reasonable satisfaction of Parent. Except The Company shall give Parent (A) prompt notice of any written demands for appraisal under the DGCL actually received by the Company and (B) an opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, or settle, to demands for appraisal under the DGCL or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock issued and which were outstanding immediately prior on the date for the determination of shareholders entitled to vote on the Effective Time and held by a holder who has Merger (other than shares cancelled or converted into shares of common stock of the Surviving Corporation in accordance with Section 3.1(a)), which were not voted in favor of adoption the Merger, and the holders of this Agreement or consented thereto in writing and who is entitled to demand and has which (i) have properly exercised appraisal rights of demanded that the Company purchase such shares of Company Common Stock at their fair market value in accordance with Section 262 1301 of CGCL, (ii) have properly submitted such shares for endorsement in accordance with Section 1302 of CGCL and (iii) have not otherwise failed to perfect or shall not have effectively withdrawn or lost their rights to be entitled to require the DGCL Company to purchase their shares under CGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a portion of the Aggregate Merger ConsiderationConsideration pursuant to Section 3.1(b) allocable to such Dissenting Shares, but instead shall be entitled to only such rights as are granted by Section 262 1300 et. seq. of the DGCLCGCL; provided, however, that if, after the Effective Time, if such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 1300 et. seq. of the DGCL, CGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 1300 et. seq. of the DGCLCGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 3.1(b), without interest thereonthereon but subject to any applicable withholdings, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the CGCL that relates to such demand. Except Parent shall have the opportunity and right to direct all negotiations, petitions and proceedings with respect to any such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.06 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand appraisal and who has properly exercised demanded appraisal rights of such shares Shares in accordance with Section 262 of the DGCL (such shares and, as of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waivesEffective Time, withdraws, or loses has neither effectively withdrawn nor lost such holder’s right to appraisal rights under pursuant to the DGCL with respect to such sharesShares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled only to only such rights as are granted by Section 262 of the DGCL; provided, however, that that, if, after the Effective Time, such holder fails to perfect, waives, withdraws, waives or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such shares holder to be paid the fair value of Company Common Stock such Dissenting Shares shall cease and such holder’s Shares shall be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 2.05(a), without interest thereonthereon and less any amounts entitled to be deducted or withheld pursuant to Section 2.10, upon transfer surrender of such sharesCertificate formerly representing such Shares. The Company shall provide Acquiror Parent with prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stockany Shares, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied)if required by Applicable Law, the Company shall not make any payment with respect to, or settle, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement Section 3.1(b), to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected his or her demand for appraisal rights of such shares in accordance with under Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but instead the holders of such Dissenting Shares shall be entitled to only receive such rights consideration as are granted by shall be determined pursuant to Section 262 of the DGCL; provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, waives, withdraws, perfect or loses such holder’s shall have effectively withdrawn or lost his or her right to appraisal pursuant to Section 262 of and payment under the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent (and not the Company or Acquisition Sub), and the Total Common Merger Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such sharesDissenting Shares had not been a stockholder on the Merger Closing Date. Any portion of the Total Common Merger Consideration made available to the Paying Agent pursuant to Section 3.2 to pay for Dissenting Shares will be returned to Parent upon demand. The Company shall provide Acquiror give Parent (a) prompt written notice of any written demands received by the Company for appraisal or payment of the fair value of any shares of Company Common Stock, any waiver Stock or withdrawal withdrawals of any such demand, demands and any other demand, notice, or instrument delivered (b) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the Company prior DGCL. Prior to the Effective Time that relates to such demand. Except with Time, the Company will not, without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, or settle, settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock other than as provided in Section 3.3(b), any Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder Company shareholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has demanded properly exercised appraisal rights in writing payment of fair value for such shares Shares in accordance with Section 262 Part 13 of the DGCL MBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall will not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer unless and until such Company shareholder will have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such sharesshareholder’s Dissenting Shares under the MBCA but will instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such shareholder under Part 13 of the MBCA. The Company shall provide Acquiror prompt written notice of From and after the Effective Time, Dissenting Shares will not be entitled to vote for any demands received by the Company for appraisal of shares of Company Common Stock, any waiver purpose or withdrawal of any such demand, and any other demand, notice, or instrument delivered be entitled to the Company payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time Time). Parent, Purchaser and the Company agree that relates the Surviving Corporation will not assert that any Top-Up Shares or any promissory note used as a portion of the consideration for the Top-Up Shares negatively impact the fair value of any Dissenting Shares. The parties hereby agree and acknowledge that in any appraisal proceeding with respect to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedDissenting Shares, withheld, delayed or denied)and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Shares will be determined in accordance with Part 13 of the MBCA without regard to the Top-Up Option, the Top-Up Shares or any promissory note delivered by Purchaser or Parent to the Company shall not make any in payment with respect to, or settle, or offer to settle, any such demandsfor the Top-Up Shares.

Dissenting Shares. Notwithstanding any provision If holders of this Agreement to the contrary, 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 adoption of this Agreement or consented thereto in writing and who is Company preferred stock are entitled to demand and has properly exercised appraisal rights of such shares pursuant to Delaware Law in accordance connection with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Merger, any Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall Shares will not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive shares of Parent Common Stock and cash as provided in Section 1.6(a) and cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 1.7(e), but will be converted into the Aggregate Merger Consideration right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Company will give Parent prompt notice (and in accordance with Section 3.1 without interest thereonany case, upon transfer of such shares. The Company shall provide Acquiror prompt written notice within one business day) of any demands demand received by the Company for appraisal of shares of Company Common Stock, any waiver Stock or withdrawal of any such demandCompany preferred stock, and any other demand, notice, or instrument delivered Parent will have the right to the Company prior to the Effective Time that relates control all negotiations and proceedings with respect to such demand. Except Company agrees that, except with the Parent’s prior written consent of Acquiror (which consent shall consent, it will not be unreasonably conditioned, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, or settle, settle or offer to settle, any such demandsdemand for appraisal. If any Company stockholder fails to make an effective demand for payment or otherwise loses his status as a holder of Dissenting Shares, Parent will, as of the later of the Effective Time or ten business days from the occurrence of such event, issue and deliver, upon surrender by such Company stockholder of its Certificate(s), the cash portion of the consideration, the shares of Parent Common Stock and any cash payment in lieu of fractional shares, in each case without interest thereon, to which such Company stockholder would have been entitled to under Section 1.6(a), subject to the other provisions of this Agreement. “Dissenting Shares” means any shares of Company Common Stock that are outstanding immediately prior to the Effective Time with respect to which dissenters’ rights to obtain payment for such dissenting shares in accordance with Delaware Law have been duly and properly exercised and perfected in connection with the Merger.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, 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 in favor of adoption of this Agreement or consented thereto in writing the Merger and who is entitled to demand and has properly exercised demands appraisal rights of such shares of Company Common Stock pursuant to Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as DGCL. If any such holder fails to perfect or otherwise waives, withdraws, withdraws or loses any such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion appraisal, each such share of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 Company Common Stock of the DGCL; provided, however, that if, after the Effective Time, such holder fails shall thereupon be deemed to perfectbe Non-Election Shares for all purposes of this Agreement, waives, withdraws, unless such holder of Dissenting Shares shall thereafter otherwise make a timely Election under this Agreement. If any holder of Dissenting Shares shall have so failed to perfect or loses has effectively withdrawn or lost such holder’s right to appraisal pursuant to Section 262 dissent from the Merger after the Election Deadline, each of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Aggregate Merger Stock Consideration or Cash Consideration, or a combination thereof, as determined by Parent in accordance with Section 3.1 without interest thereon, upon transfer of such sharesits sole discretion. The Company shall provide Acquiror serve prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, any waiver attempted withdrawals of such notices or withdrawal of any such demand, demands and any other demand, notice, or instrument delivered to instruments received by the Company prior relating to rights to appraisal, and Parent shall have the Effective Time that relates right to participate in and direct all negotiations and proceedings with respect to such demanddemands. Except with The Company shall not, without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares Each outstanding share of Company Common Stock issued and outstanding immediately prior as to the Effective Time and held by which a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who written demand for appraisal is entitled to demand and has properly exercised appraisal rights of such shares filed in accordance with Section 262 of the DGCL at or prior to the Company Meeting and not withdrawn at or prior to the Company Meeting (as defined in Section 5.03(d)) and which is not voted in favor of the Merger shall not be converted into or represent a right to receive the Per Share Merger Consideration unless and until the holder thereof shall have failed to perfect, or shall have effectively withdrawn or lost the right to appraisal of and payment for each such share of Company Common Stock under said Section 262, at which time each such share shall be converted into the right to receive the Per Share Merger Consideration. All such shares of Company Common Stock being as to which such a written demand for appraisal is so filed and not withdrawn at or prior to the Company Meeting and which are not voted in favor of the Merger, except any such shares of Company Common Stock the holder of which, prior to the Effective Time, shall have effectively withdrawn or lost such right to appraisal and payment for such shares of Company Common Stock under said Section 262, are herein referred to collectively as the “"Dissenting Shares” until ." The Company shall give Newco notice upon receipt by the Company of any written demands for appraisal rights, withdrawal of such time as such holder fails demands, and any other written communications delivered to perfect or otherwise waivesthe Company pursuant to said Section 262, withdrawsand the Company shall give Newco the opportunity, or loses such holder’s appraisal rights under to the DGCL extent permitted by law, to participate in all negotiations and proceedings with respect to such shares) demands. Except with the prior written consent of Newco, the Company shall not be converted into a right voluntarily make any payment with respect to receive a portion any demands for appraisal rights and shall not settle or offer to settle any such demands. Each holder of Dissenting Shares who becomes entitled, pursuant to the Aggregate Merger Considerationprovisions of said Section 262, but instead shall be entitled to only payment for such rights as are granted by shares of Dissenting Shares under the provisions of said Section 262 of shall receive payment therefor from the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, Surviving Corporation and such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demandscancelled.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder Company Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has shall have properly exercised appraisal rights of such shares demanded in accordance with Section 262 writing the payment of the DGCL fair value (as defined in NRS 92A.320) for such shares of Company Common Stock being referred to collectively as under NRS 92A.300 through 92A.500 (each, a “Dissenting Share,” and collectively, the “Dissenting Shares” until ”), to the extent that such time as rights were not otherwise waived by such holder fails to perfect or otherwise waivesCompany Stockholder, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a or represent the right to receive a portion of the Aggregate Merger ConsiderationConsideration Common Stock until such time as all rights and remedies are exercised pursuant to NRS Chapter 92A and, but instead in any event, such Dissenting Stockholder shall be entitled only to only such rights as are granted by Section 262 of the DGCLNRS; provided, however, that ifif such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such Dissenting Stockholder’s rights under NRS 92A.300 through 92A.500, after each such share of Company Capital Stock held by such Company Stockholder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive receive, without any interest thereon, the Aggregate Merger Consideration Common Stock in accordance with Section 3.1 without interest thereonthis Article 3 upon the surrender of its stock certificate and execution and delivery of a Letter of Transmittal, upon transfer and such share of such sharesCompany Capital Stock will no longer be a Dissenting Share. The Company shall provide Acquiror prompt written comply in all respects with the applicable provisions of NRS 92A.300 through 92A.500. The Stockholders’ Representative (on behalf of the Indemnifying Stockholders) shall have the right to direct all negotiations and proceedings with respect to such demands under Nevada Act. The Company shall send out the notice of any demands received required by NRS 92A.430 by overnight courier immediately after the Closing and such notice shall set the date by which the Company must receive demand for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to payment on the Company prior to date which is exactly thirty (30) days after the Effective Time that relates to such demand. Except with date the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demandsnotice is delivered.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Colonial Common Stock issued and Shares that are outstanding immediately prior to the Parent Merger Effective Time and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and any Person who is entitled to demand dissent and has properly exercised appraisal perfects such Person’s dissenters’ rights of appraisal with respect to such shares in accordance with Section 262 of the DGCL Colonial Common Shares (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives”) pursuant to, withdrawsand who complies in all respects with, or loses such holder’s appraisal rights under Section 10A-2-13.01 et seq. of the DGCL with respect to such sharesABNEC (“ABNEC Article 13”) shall not be converted into a right to receive a portion shares of the Aggregate Merger ConsiderationMAA Common Stock as provided in Section 3.1(b), but instead rather the holders of Dissenting Shares shall be entitled to only such rights as are granted payment by Section 262 MAA of the DGCL“fair value” (as defined in ABNEC Article 13) of such Dissenting Shares plus accrued interest in accordance with ABNEC Article 13; provided, however, that if, after the Effective Time, if any such holder fails shall fail to perfectperfect or otherwise shall waive, waiveswithdraw or lose the right to dissent under ABNEC Article 13, withdraws, or loses then the right of such holder to be paid the fair value of such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction Dissenting Shares shall determine that cease and such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Dissenting Shares shall be treated as if they had deemed to have been converted as of the Parent Merger Effective Time into into, and shall have become exchangeable solely for the right to receive the Aggregate Merger Consideration receive, shares of MAA Common Stock as provided in accordance with Section 3.1 without interest thereon, upon transfer of such shares3.1(b). The Company Colonial shall provide Acquiror serve prompt written notice to MAA of any demands demand received by Colonial from a holder of Colonial Common Shares pursuant to Section 13.21 of ABNEC Article 13, and MAA shall have the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of right to participate in all negotiations and proceedings with respect to any such demand, and any other demand, notice, or instrument delivered . Prior to the Company prior to the Parent Merger Effective Time that relates to such demand. Except with Time, Colonial shall not, without the prior written consent of Acquiror MAA (which consent shall not to be unreasonably conditioned, withheld, delayed or deniedconditioned), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement anything to the contrarycontrary herein, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand to, and has properly exercised and perfected his, her or its demand for, appraisal rights of such shares in accordance with under Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but instead the holders of such Dissenting Shares shall be entitled to only receive such rights consideration as are granted by shall be determined pursuant to Section 262 of the DGCL; provided, however, that ifif any such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her right to appraisal and payment under Section 262 of the DGCL (whether occurring before, at or after the Effective Time), such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer of and such sharesshares shall not be deemed to be Dissenting Shares. The Company shall provide Acquiror give Parent (a) prompt written notice of any written demands for appraisal filed pursuant to Section 262 of the DGCL received by the Company, written withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to the DGCL and received by the Company for appraisal and (b) the opportunity and right to participate in all material negotiations and proceedings with Third Parties with respect to demands made pursuant to Section 262 of shares of the DGCL. The Company Common Stockshall not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror Parent (which consent shall not to be unreasonably conditioned, withheld, delayed conditioned or denieddelayed), the Company shall not (i) make any payment with respect toto any such demand, or settle, or (ii) offer to settle, settle or settle any such demandsdemand or (iii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a any record holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand has demanded appraisal Agreement and has properly exercised appraisal Plan of Merger rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a the right to receive a portion the Merger Consideration but shall become the right to receive such consideration as may be determined to be due in respect of the Aggregate Merger Consideration, but instead shall be entitled such Dissenting Shares pursuant to only such rights as are granted by Section 262 of the DGCL; provided, however, that ifany holder of Dissenting Shares who shall have failed to perfect or shall have withdrawn or lost his rights to appraisal of such Dissenting Shares, after in each case under the DGCL, shall forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled Merger Consideration without interest. Notwithstanding anything to the relief provided by contrary contained in this Section 262 of 3.03, if the DGCLMerger is rescinded or abandoned, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into then the right of any holder of Dissenting Shares to receive be paid the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer fair value of such sharesstockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares. The Company shall provide Acquiror give the Parent (i) prompt written notice of any demands for appraisal, any withdrawals of such demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered related instruments served pursuant to the DGCL and received by the Company, and (ii) the opportunity to direct and participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company prior to the Effective Time that relates to such demand. Except shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedthe Parent, withheld, delayed or denied), the Company shall not make any payment with respect toto any demands for appraisal or negotiate, or settle, or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Common Stock issued and any Shares outstanding immediately prior to the Effective Time and that are held by a holder stockholder (a “Dissenting Stockholder”) who has not neither voted in favor of the adoption of this Agreement or nor consented thereto in writing and who is entitled to demand has demanded properly in writing appraisal for such Shares and has otherwise properly exercised appraisal perfected and not withdrawn or lost his or her rights of such shares (the “Dissenting Shares”) in accordance with Section 262 of the DGCL (will not be converted into, or represent the right to receive, the Merger Consideration. Such Dissenting Stockholders will be entitled to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such shares of Company Common Stock being referred to collectively as the “Section 262, except that all Dissenting Shares” until such time as such holder fails Shares held by stockholders who have failed to perfect or otherwise waives, withdraws, who effectively have withdrawn or loses such holder’s appraisal lost their rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal of such Dissenting Shares pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled will thereupon be deemed to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had have been converted as of the Effective Time into into, and represent the right to receive receive, the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesthe manner provided in Article II and will no longer be Excluded Shares. The Company shall provide Acquiror will give MergerCo prompt written notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company relating to stockholders’ rights of appraisal. The Company will give MergerCo the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal of shares of appraisal. The Company Common Stockwill not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedMergerCo, withheld, delayed or denied), the Company shall not make any payment with respect toto any demands for appraisals of Dissenting Shares, or settle, or offer to settle, settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted in favor of adoption of this Agreement of, or consented thereto in writing to, the Mergers and who is entitled to demand and has properly exercised demands appraisal rights of such shares of Company Common Stock pursuant to Section 262 of the DGCL and who otherwise complies in accordance all respects with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a portion of the Aggregate Merger ConsiderationConsideration as provided in Section 2.1(c), but instead rather the holders of Dissenting Shares shall be entitled to only such those rights as are granted by Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the DGCL); provided, however, that if, after the Effective Time, if any such holder fails shall fail to perfectperfect or otherwise shall waive, waives, withdraws, withdraw or loses such holder’s lose the right to appraisal pursuant to under Section 262 of the DGCL, or if a court then the right of competent jurisdiction shall determine that such holder is not entitled to be paid the relief provided by Section 262 fair value of the DGCL, such shares of Company Common Stock holder’s Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and shall have become exchangeable solely for the right to receive receive, the Aggregate Merger Consideration as provided in accordance with Section 3.1 2.1(c) (without interest thereon, and less any amounts entitled to be deducted or withheld pursuant to Section 2.5) upon transfer the surrender of the Certificates of Book Entry Shares previously representing such sharesDissenting Shares. The Company shall provide Acquiror serve prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, any waiver or withdrawal of any and Parent shall have the right to participate in all negotiations and actions with respect to such demand, and any other demand, notice, or instrument delivered to the Company prior demands at Parent’s sole expense. Prior to the Effective Time that relates to such demand. Except with Time, the Company shall not, without the prior written consent of Acquiror Parent, (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not i) make any payment with respect to, or settle, settle or offer to settle, any such demands, (ii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL, or (iii) agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, and to the extent available under the NRS, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Capital Stock cancelled in accordance with Section 3.2(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of such shares of Company Capital Stock in accordance with Section 262 92A.380 of the DGCL NRS (such shares of Company Common Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL NRS with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Closing Merger Consideration and, if applicable and subject to the contingencies set forth in Section 3.7, a portion of the Incentive Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 92A.380 of the DGCLNRS; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 92A.380 of the DGCLNRS, such shares of Company Common Stock Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate portion of the Closing Merger Consideration to which such holder is entitled pursuant to the applicable subsections of Section 3.1, without interest thereon, and a portion of the Contingent Merger Consideration, if any, and subject to the contingencies set forth in Section 3.7, upon surrender of the Company Stock Certificate or Company Stock representing such Dissenting Shares in accordance with Section 3.1 without interest thereon, upon transfer of such shares3.5. The Company shall promptly provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Capital Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NRS that relates to such demand. Except with , and Parent shall have the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment opportunity to participate in all negotiations and proceedings with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company FoxHollow 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares of FoxHollow Common Stock who properly exercises appraisal rights with respect thereto in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as shares, the “Dissenting Shares” ”) shall not be converted into or represent the right to receive the Merger Consideration, and the holder of such Dissenting Shares will be entitled only to receive payment of the appraised value of such shares of FoxHollow Common Stock in accordance with the provisions of such Section 262 unless and until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, effectively withdraws or loses such holder’s right to appraisal pursuant to Section 262 and payment under the DGCL. For purposes of the DGCLcalculations in Section 2.1(b), or if a court all Non-Electing FoxHollow Shares and shares of competent jurisdiction FoxHollow Common Stock that constitute Dissenting Shares immediately prior to the Effective Time shall determine that be deemed to be Mixed Consideration Electing Shares. If, after the Effective Time, any such holder is not entitled fails to the relief provided by Section 262 of the DGCLperfect or effectively withdraws or loses such right, such shares of Company FoxHollow Common Stock shall will thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Aggregate Merger Consideration payable or issuable in accordance with respect of Mixed Consideration Electing Shares as set forth in Section 3.1 2.1(b), without any interest thereon, upon transfer of such shares. The Company FoxHollow shall provide Acquiror give prompt written notice to ev3 of any demands received by the Company FoxHollow for appraisal appraisals of shares of Company FoxHollow Common Stock, any waiver or withdrawal of any such demand. ev3 shall have the right to control, and any other demandFoxHollow shall have the right to participate in, noticeall negotiations and proceedings with respect to demands for appraisal under the DGCL. FoxHollow shall not, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror ev3 (which consent shall not be unreasonably conditioned, withheld, delayed withheld or denieddelayed), the Company shall not make any payment with respect to, or settle, to any demands for appraisal or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 4.1, shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Capital Stock cancelled in accordance with Section 3.1(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of such shares Company Shares in accordance with Section 262 of the DGCL (such shares of Company Common Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger ConsiderationConsideration Shares, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate portion of the Merger Consideration in accordance with Shares to which such holder is entitled pursuant to the applicable subsections of Section 3.1 4.1, without interest thereon, upon transfer surrender of the Company Stock Certificate or Company Stock Certificates representing such sharesDissenting Shares in accordance with Section 4.4. The Company shall promptly provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand. Except with , and Parent shall have the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment opportunity to participate in all negotiations and proceedings with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, in the event that the applicable requirements of Section 1300(b) of the CGCL have been satisfied, 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 adoption of this Agreement or consented thereto in writing and shareholder who is entitled to demand and has properly exercised appraisal rights of demands that the Company purchase such shares in accordance with Section 262 the provisions of Chapter 13 of the DGCL CGCL (such shares of Company Common Stock being referred to collectively as the each, a “Dissenting Shares” until such time as such holder fails to perfect or otherwise waivesShareholder”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a or be exchangeable for the right to receive a portion of the Aggregate Merger ConsiderationConsideration (the “Dissenting Shares”), but instead such Dissenting Shareholder shall be entitled to only such rights have the Dissenting Shares purchased by the Company for cash at the fair market value thereof as are granted by Section 262 agreed upon or determined in accordance with the provisions of Chapter 13 of the DGCL; provided, however, that if, after CGCL. At the Effective Time, such holder fails Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to perfectexist, waivesand such Dissenting Shareholder shall cease to have any rights with respect thereto, withdrawsexcept the right to have the Dissenting Shares purchased by the Company in accordance with the provisions of Chapter 13 of the CGCL, unless and until such Dissenting Shareholder shall have failed to perfect or loses shall have effectively withdrawn or lost such right to require the Company to so purchase the Dissenting Shares. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration for each such share of Company Common Stock, in accordance with Section 3.1 Sections 3.1.1 and 3.2, without any interest thereon, upon transfer of such shares. The Company shall provide Acquiror give Parent (i) prompt written notice of any written demands delivered pursuant to Chapter 13 of the CGCL, attempted withdrawals of such demands and any other instruments served pursuant to Chapter 13 of the CGCL and received by the Company for appraisal of relating to a shareholder’s demand that the Company purchase shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered (ii) the opportunity to the Company prior to the Effective Time that relates direct all negotiations and proceedings with respect to such demanddemands. Except The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer or agree to settle, any such demandsdemand for purchase and payment.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and shareholder who is entitled to demand demand, and has who properly exercised appraisal rights demands, the fair market value of such shares pursuant to, and who complies in accordance with Section 262 all respects with, Chapter 13 of the DGCL CGCL (such shares of Company Common Stock being referred to collectively as the a “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such sharesShareholder”) shall not be converted into a the right to receive the Merger Consideration. For purposes of this Agreement, “Dissenting Shares” means any shares of Company Common Stock as to which a portion Dissenting Shareholder thereof has properly exercised a demand for fair market value pursuant to Chapter 13 of the Aggregate Merger ConsiderationCGCL. At the Effective Time, but instead all Dissenting Shares shall be cancelled and retired and shall cease to exist. No Dissenting Shareholder shall be entitled to only such rights as are granted by Section 262 any Merger Consideration in respect of the DGCL; provided, however, that if, after the Effective Time, any Dissenting Shares unless and until such holder fails shall have failed to perfect, waives, withdraws, perfect or loses shall have effectively withdrawn or lost such holder’s right to appraisal pursuant demand fair market value of its Dissenting Shares under the CGCL, and any Dissenting Shareholder shall be entitled to Section 262 receive only the payment provided by Chapter 13 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled CGCL with respect to the relief provided Dissenting Shares owned by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Dissenting Shareholder and not any Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesConsideration. The Company shall provide Acquiror give Parent (a) prompt written notice of any written demands received by the Company for appraisal fair market value, attempted withdrawals of shares of Company Common Stock, any waiver or withdrawal of any such demand, demands and any other demandinstruments served pursuant to applicable Law received by Company relating to shareholders’ demands for fair market value and (b) the opportunity to direct all negotiations and proceedings with respect to demands for fair market value under the CGCL. Company shall not, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect toto any demands for fair market value of Dissenting Shares, or settle, or offer to settle, settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Each outstanding share of First Mutual Common Stock the holder of which has perfected his right to dissent under the WBCA and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive shares of Washington Federal Common Stock or cash hereunder, and the holder thereof shall be entitled only to such rights as are granted by the WBCA. First Mutual shall give Washington Federal prompt notice upon receipt by First Mutual of any provision such written demands for payment of this Agreement the fair value of such shares of First Mutual Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the contrary, shares WBCA. If any holder of Company Common Stock issued and outstanding immediately Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent at or prior to the Effective Time and shall have delivered a properly completed Election Form to the Exchange Agent by the Election Deadline, the Dissenting Shares held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive Washington Federal Common Stock or cash in accordance with the applicable provisions of this Agreement; and if any such holder of Dissenting Shares shall not have delivered a portion of properly completed Election Form to the Aggregate Merger ConsiderationExchange Agent by the Election Deadline, but instead the Dissenting Shares held by such holder shall be entitled designated No-Election Shares. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, dissent (through failure to perfect or otherwise) after the Effective Time, the Dissenting Shares held by such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time on a share by share basis into either the right to receive the Aggregate Merger Consideration Washington Federal Common Stock and/or cash in accordance with Section 3.1 without interest thereon, upon transfer the applicable provisions of such sharesthis Agreement as Washington Federal or the Exchange Agent shall determine. The Company Any payments made in respect of Dissenting Shares shall provide Acquiror prompt written notice of any demands received be made by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demandsWashington Federal.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the First Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, DGCL such shares of Company Common Stock shall be treated as if they had been converted as of the First Effective Time into the right to receive the Aggregate Merger Consideration shares of Domesticated Acquiror Common Stock in accordance with Section 3.1 3.02(a) without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the First Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholder who has not voted in favor of the adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected its, his or her appraisal rights of such shares in accordance with under Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a or be exchangeable for the right to receive a portion of the Aggregate Merger ConsiderationConsideration in accordance with Section 3.1(a), but instead such holder of Dissenting Shares shall be entitled to only such rights receive the fair value thereof as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal may be determined pursuant to Section 262 of the DGCLDGCL (and at the Effective Time, or if a court of competent jurisdiction such Dissenting Shares shall determine that no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder is not entitled shall cease to have any rights with respect thereto, except the relief provided by rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such shares of Company Common Stock holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration for each such Share, in accordance with Section 3.1 3.1(a), without any interest thereon, upon transfer of such sharesthereon and shall thereafter not be deemed to be Dissenting Shares. The Company shall provide Acquiror give Parent (i) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. Without limiting the generality of shares of Company Common Stockthe foregoing, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except the Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed make any payment or denied), the Company shall not agree to make any payment with respect toto any demands for appraisal, or settle, or offer to settle, settle or settle any such demands, or waive or agree to waive any failure to comply with the provisions of Section 262 of the DGCL.

Dissenting Shares. Notwithstanding Section 4.1(a)(i) or any other provision of this Agreement to the contrary, shares of Company BellRing Class A Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and held by a holder any Person who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of for such shares of BellRing Class A Common Stock in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled only to only such rights as are granted by Section 262 the DGCL to a holder of the DGCLDissenting Shares; provided, however, that if, after the Effective Time, if such holder fails to timely perfect, waives, withdraws, effectively withdraws or loses such holder’s right to appraisal appraisal, pursuant to Section 262 of the DGCLDGCL with respect to such shares of BellRing Class A Common Stock, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company BellRing Class A Common Stock shall immediately cease to be Dissenting Shares and shall be treated as if they had been shares of BellRing Class A Common Stock converted as of the Merger Effective Time into into, and to have become exchangeable solely for, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 4.1(a)(i) (less any payments made by the Surviving Corporation with respect to such shares of BellRing Class A Common Stock in accordance with Section 262(h) of the DGCL), without interest thereon, upon transfer in accordance with the provisions of such sharesSection 4.2(b). The Company BellRing shall provide Acquiror SpinCo prompt written notice of any demands received by the Company BellRing for appraisal of shares of Company BellRing Class A Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company BellRing prior to the Merger Effective Time pursuant to Section 262 of the DGCL that relates relate to such demand, and SpinCo shall have the opportunity and right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedSpinCo, withheld, delayed or denied), the Company BellRing shall not make any payment with respect to, or offer to settle or settle, or offer to settle, otherwise negotiate any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this ----------------- Agreement to the contrary, if and to the extent required by the Texas Act, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor holders of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred who have properly exercised appraisal rights with respect thereto (the "Dissenting Common Stock") in accordance with Articles 5.11, 5.12 and 5.13 of the Texas Act, shall not be exchangeable for the right to collectively as receive the “Merger Consideration, and holders of such shares of Dissenting Shares” Common Stock shall be entitled to receive payment of the appraised value of such shares of Dissenting Common Stock in accordance with the provisions of Article 12 of the Texas Act unless and until such time as holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the Texas Act. If, after the Effective Time, any such holder fails to perfect or otherwise waives, withdraws, effectively withdraws or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLright, such shares of Company Dissenting Common Stock shall thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.3, upon transfer if the Merger is rescinded or abandoned, then the right of any stockholder to be paid the fair value of such sharesstockholder's Dissenting Common Stock pursuant to Article 12 of the Texas Act shall cease. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal appraisals of shares of Company Dissenting Common Stock. The Company shall not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, to any demands for appraisals or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrarySection 3.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 3.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL Delaware Law (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect perfect, withdraws or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL Delaware Law with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled to only payment of the appraised value of such rights as are granted by shares in accordance with Section 262 of the DGCLDelaware Law; provided, however, provided that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal appraisal, pursuant to Section 262 of the DGCL, Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLDelaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 3.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesUncertificated Share, as the case may be, subject to Section 3.09. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares with respect to each share of Company Common Stock issued and outstanding immediately prior as to which the Effective Time and held by a holder who has not voted in favor thereof shall have properly complied with the provisions of adoption Article 113 of this Agreement or consented thereto in writing and who is entitled the CBCA as to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the each, a “Dissenting Shares” until Share”), if any, such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall share will not be converted into a into, or represent the right to receive a portion of receive, the Aggregate Merger Consideration, but instead . Such holder shall be entitled to only such rights as are granted by Section 262 payment, solely from the Surviving Company, of the DGCLappraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Article 113 of the CBCA; provided, however, that if(i) if any holder of Dissenting Shares, after under the Effective Timecircumstances permitted by and in accordance with the CBCA, such holder fails to perfect, waives, withdraws, affirmatively withdraws or loses waives such holder’s demand for appraisal of such Dissenting Shares or loses his or her right to appraisal pursuant to Section 262 and payment for his or her shares of Company Common Stock under Article 113 of the DGCLCBCA, (ii) if any holder of Dissenting Shares fails to perfect or establish such holder’s entitlement to appraisal rights as provided in the CBCA, (iii) if a court of competent jurisdiction shall determine determines that any holder of Dissenting Shares is not entitled to the relief provided in Article 113 of the CBCA, or (iv) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for his or her shares under the relief provided by Section 262 CBCA, such holder or holders (as the case may be) shall forfeit the right to appraisal of the DGCLsuch shares of Company Common Stock, and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Common Stock shall thereafter be treated as if they had deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 receive, without interest thereon, upon transfer of such sharesthe Merger Consideration. The Company shall provide Acquiror give Parent prompt written notice of any demands received by the Company for appraisal appraisals of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered Parent shall have the right to the Company prior to the Effective Time that relates participate in all negotiations and proceedings with respect to such demanddemands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the The Company shall not settle, make any payment payments with respect to, or settle, or offer to settle, any such demandsclaim with respect to Dissenting Shares without the written consent of Parent.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, 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 in favor of adoption of this Agreement or consented thereto in writing the Merger and who is entitled to demand and has properly exercised appraisal dissenters’ rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only receive payment of the “fair market value” of such Dissenting Shares (determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation in consequence of the proposed merger) held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights as are granted by to appraisal of such Dissenting Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer of such sharesProper Delivery. The Company shall provide Acquiror serve prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, any waiver attempted withdrawals of such notices or withdrawal of any such demand, demands and any other demandnegotiations, notice, petitions and proceedings with respect to such demands. The Company shall give Parent the opportunity to direct all negotiations and proceedings with respect to demands for appraisal or instrument delivered to dissenters’ rights and the Company prior to the Effective Time that relates to such demand. Except with shall not, without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands. All fees and expenses of the Company relating to all negotiations, petitions and proceedings with respect to demands for appraisal or dissenters’ rights shall be paid by Parent.

Dissenting Shares. Notwithstanding any provision (i) In the event that the applicable requirements of this Agreement to Section 1300(b) of the contraryCalifornia Code have been satisfied, shares the holders of Company Common Stock issued and WFS Common Stock outstanding immediately prior to the Parent Effective Time and held by a holder the Subsidiary Effective Time, as applicable, who has shall have voted against the Parent Merger or the Subsidiary Merger, as applicable, or did not voted in favor of adoption of this Agreement or consented consent thereto in writing (if such action is taken by written consent) and who is entitled to demand and has shall have demanded properly exercised in writing appraisal rights of such shares in accordance with Section 262 of the DGCL (for such shares of Company Common Stock being referred to collectively or WFS Common Stock, as applicable, in accordance with Chapter 13 of Division 1 of the California Code (the “Company Dissenting Shares” or the “WFS Dissenting Shares,” as applicable, and collectively, the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Aggregate Parent Merger Consideration or the Subsidiary Merger Consideration, as applicable, as described in Section 2.5(e). Such shareholders shall be entitled to receive payment of the appraised value of such shares held by them, except that all Company Common Stock and WFS Common Stock, as applicable, held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Shares under Chapter 13 of Division 1 of the California Code shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Parent Effective Time or the Subsidiary Effective Time, as applicable, the right to receive Parent Merger Consideration or the Subsidiary Merger Consideration, as applicable, for such Company Common Stock or WFS Common Stock in accordance with Section 3.1 2.5(e), without any interest thereon, upon transfer surrender of the certificate or certificates that formerly evidenced such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has that have not been voted in favor of for adoption of this Agreement or consented thereto in writing and who is entitled with respect to demand and has properly exercised which appraisal rights of such shares shall have been properly perfected in accordance with Section 262 Sections 85 through 98 of the DGCL MBCL (such shares of the "Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares") shall not be converted into a the right to receive a portion of the Aggregate Merger ConsiderationConsideration in accordance with this Agreement, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, at or after the Effective Time, unless and until the holder of such Company Dissenting Shares withdraws its demand for such appraisal in accordance with the MBCL or becomes ineligible for such appraisal. If a holder fails to perfect, waives, withdrawsof Company Dissenting Shares shall withdraw its demand for such appraisal in accordance with the MBCL, or loses shall become ineligible for such appraisal, then, as of the later of the Effective Time or the occurrence of such event, such holder’s right 's Company Dissenting Shares shall cease to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of be Company Common Stock Dissenting Shares and shall be treated as if they had been deemed to have converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer into which its Company Common Stock would otherwise have converted as of such sharesthe Effective Time pursuant to this Agreement. The Company shall provide Acquiror give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, any waiver or withdrawal capital stock of any such demandthe Company, and any other demandParent shall have the right to participate in all negotiations, noticeproceedings and settlements with respect to such demands. Before the Effective Time, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with shall not, without the prior written consent of Acquiror (Parent, which consent shall not be unreasonably conditionedwithheld or delayed, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of anything in this Merger Agreement to the contrarycontrary and unless otherwise provided by applicable law, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held that are owned by a holder Company Stockholders who has not voted in favor have properly demanded payment of adoption the fair value of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights their stock (the "Dissenting Shares") within the meaning of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) Delaware Law shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with unless and until such Company Stockholders shall have failed to perfect or shall have effectively withdrawn their demand, or lost their right of payment under applicable law. If any such Company Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right of payment, each share of Company Common Stock held by such Company Stockholder shall thereupon be deemed converted into the right to receive and exchangeable for, at the Effective Time, the Merger Consideration pursuant to Section 3.1 without interest thereon2.02 of this Merger Agreement. Subject to the terms and conditions of this Merger Agreement, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of at and after the Effective Time, any demands received by the Company for appraisal holder of shares of Company Common StockStock who complies with Section 262 of Delaware Law (a "Company Dissenting Stockholder") shall be entitled to obtain payment from Surviving Corporation of the fair value of such Company Dissenting Stockholder's shares of Company Common Stock as determined pursuant to Delaware Law; PROVIDED, any waiver or withdrawal of any such demandHOWEVER, and any other demandthat, notice, or instrument delivered to the extent permissible under Delaware Law, no such payment shall be made unless and until such Company prior Dissenting Stockholder has surrendered to the Effective Time that relates to such demand. Except with Exchange Agent the prior written consent Certificate representing the shares of Acquiror (Company Common Stock for which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demandsis being made.

Dissenting Shares. Notwithstanding any provision of this Agreement anything to the contrarycontrary set forth in this Agreement, no 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 respect of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised which appraisal rights of such shares shall have been perfected in accordance with Section 262 of the DGCL in connection with the Merger (such shares of Company Common Stock being referred to collectively as the collectively, “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a that portion of the Aggregate Merger ConsiderationConsideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead shall be entitled cancelled and represent the right to only receive the “fair value” of such rights Dissenting Shares as are granted by Section 262 of determined pursuant to the DGCL; provided. Each holder of Dissenting Shares who, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 the provisions of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not becomes and remains entitled to the relief provided by Section 262 payment of the fair value of such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been finally determined pursuant to the DGCL). In the event that any holder of Company Common Stock fails to make an effective demand for, or properly withdraws its demand for, appraisal of such Dissenting Shares or fails to perfect its appraisal rights as to its shares of Company Common Stock or otherwise lose their status as Dissenting Shares, then any such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration issuable pursuant to Section 2.1(a) in respect of such shares as if such shares had never been Dissenting Shares, in accordance with and following the satisfaction of the applicable requirements and conditions set forth in Section 3.1 without interest thereon, upon transfer of such shares2.2. The Company shall provide Acquiror give Parent prompt written notice of (and in no event more than two (2) Business Days after) (i) receipt of any demands received demand by the Company for appraisal of shares Company Common Stock (and the Company shall give Parent the right to direct all negotiations and proceedings with respect to any such demand) or (ii) any notice of exercise by any holder of Company Common Stock, any waiver or withdrawal Stock of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except appraisal rights in accordance with the DGCL. The Company agrees that, except with Parent’s prior written consent of Acquiror (which consent consent, it shall not be unreasonably conditioned, withheld, delayed voluntarily make any payment or denied), the Company shall not offer to make any payment with respect to, or settle, settle or offer to settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding Section 2.07 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand appraisal and who has properly exercised appraisal rights of for such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled only to only such rights as are granted by Section 262 the DGCL to a holder of the DGCLDissenting Shares; provided, however, that if, after the Effective Time, such holder fails to timely perfect, waives, withdraws, effectively withdraws or loses such holder’s right to appraisal appraisal, pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 2.07(a), without interest thereon, upon transfer surrender of such sharesCertificate formerly representing such Share. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates relate to such demand, and Parent shall have the opportunity and right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror Parent (which such consent shall not to be unreasonably conditioned, withheld, delayed delayed, or deniedconditioned), the Company shall not make any payment with respect to, or offer to settle or actually settle, or offer to settle, otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder stockholder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised such stockholder’s appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such shares stockholder shall have failed to perfect, or shall have effectively withdrawn or lost such stockholder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as DGCL. If any such holder fails shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost such right to appraisal, withdraws, or loses such holderstockholder’s appraisal rights under the DGCL with respect to such shares) shares of Common Stock shall not thereupon be converted into a and become exchangeable only for the right to receive a portion receive, as of the Aggregate Effective Time, the Merger ConsiderationConsideration for each share of Common Stock formerly represented by the Certificates held by such stockholder without any interest thereon. The Company shall give Parent (a) prompt notice of any notices or demands for appraisal of any shares of Common Stock, but instead shall attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be entitled to only such rights paid the “fair value” of Dissenting Shares, as are granted by provided in Section 262 of the DGCL; provided, however, that if, after DGCL and (b) the Effective Time, opportunity to participate in and direct all negotiations and proceedings with respect to any such holder fails to perfect, waives, withdraws, demands or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesnotices. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (Parent, which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect toto any notices or demands for appraisals, or settle, or offer to settle, settle or settle any demands or approve any withdrawal of any such notices or demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, 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 in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of demanded that the Company purchase such shares for their fair market value in accordance with Section 262 with, and who complies in all respects with, Chapter 13 of the DGCL CCC (such shares of Company Common Stock being referred to collectively as the shares, “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration and will instead represent only a right to the payment amount as may be determined to be due with respect to such Dissenting Shares pursuant to Chapter 13 of the CCC (subject to deduction for any required withholding Tax). If any such holder withdraws such holder’s demand for purchase of such Dissenting Shares for fair market value pursuant to Chapter 13 of the CCC or becomes ineligible for such payment, then the right of such holder to receive such payment in accordance with Section 3.1 respect of such Dissenting Shares shall cease, and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration, without interest thereon, upon transfer of such sharesand subject to deduction for any required withholding Tax. The Company shall provide Acquiror will give Parent prompt written notice of any written demands received by the Company for appraisal the purchase of shares of Company Common StockStock pursuant to Chapter 13 of the CCC, any waiver or withdrawal attempted withdrawals of any such demand, demands and any other demand, notice, or instrument delivered instruments served pursuant to the CCC and received by the Company prior relating to demands to be paid the Effective Time that relates fair market value of Dissenting Shares, and Parent will have the right to direct all negotiations and Proceedings with respect to such demanddemands. Except The Company will not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, or settle, settle or compromise or offer to settlesettle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement demanded and perfected his or consented thereto in writing and who is entitled to demand and has properly exercised her appraisal rights of such shares in accordance with Section 262 5/11.65 of the DGCL Illinois Act and who has not effectively withdrawn or lost his right to such appraisal, if such Section 5/11.65 provides for dissenters' rights for such Common Shares in the Merger (such shares of Company Common Stock being referred a "Dissenting Share"), shall not be converted into the right to collectively receive the Merger Price as the “Dissenting Shares” provided in Section 1.07, unless and until such time as such holder fails to perfect or withdraws or otherwise waives, withdraws, or loses such holder’s his right to appraisal rights and payment under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger ConsiderationIllinois Act, but instead the holder thereof shall only be entitled to only such rights as are granted by Section 262 the Illinois Act and shall not be entitled to vote or to exercise any other rights of a shareholder of the DGCL; provided, however, that ifCompany except as provided in the Illinois Act. Each holder of Dissenting Shares who becomes entitled to payment therefor pursuant to the Illinois Act shall receive such payment from the Surviving Corporation in accordance with the Illinois Act. If, after the Effective Time, any such holder fails to perfect, waives, withdraws, perfect or withdraws or loses such holder’s his right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLdissent, such shares of Company Common Stock Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Price, if any, to which such holder is entitled, without interest or dividends thereon, upon transfer of such shares. The Company shall provide Acquiror give the Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares and, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates Time, the Parent shall have the right to participate in all negotiations and proceedings with respect to such demanddemands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedthe Parent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time or resulting from the Company Preferred Conversion and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL DGCL, or to the extent applicable, has properly exercised dissenters’ rights of such shares in accordance with Chapter 13 of the CCC (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL DGCL, or to the extent applicable, the CCC, with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL, or to the extent applicable, Chapter 13 of the CCC; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or to the extent applicable, Chapter 13 of the CCC, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, or to the extent applicable, Chapter 13 of the CCC, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision other provisions of this Agreement to the contrary, shares of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder who has Time, that are not voted in favor of (or the holder of which has not executed a consent to) the adoption of this Agreement and the Merger and in respect of which appraisal or consented thereto dissenter’s rights shall have been perfected in writing and who is entitled a timely manner pursuant to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into or represent a right to receive a portion of the Aggregate Merger Considerationconsideration payable to the Equityholders pursuant to Section 2.06, but instead unless and until such holder of Dissenting Shares shall have effectively withdrawn, lost or failed to perfect such holder’s appraisal or dissenter’s rights under DGCL (any such holder so withdrawing, losing or failing to perfect, a “Reverting Holder”). Each holder of Dissenting Shares shall be entitled to receive only such rights as are granted the payment provided by Section 262 of the DGCL; provided, however, that ifDGCL with respect to Dissenting Shares. If, after the Effective Time, any such holder fails to perfect, waives, withdraws, perfect or effectively withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLright, such shares of Company Common Stock Reverting Holder’s Dissenting Shares shall thereupon cease to be “Dissenting Shares” and shall be treated as if they had deemed to have been converted into and have become exchangeable for, as of the Effective Time into Time, the right to receive the Aggregate Merger Consideration consideration due to such holder in accordance respect of such Shares pursuant to Section 2.06, subject to compliance with Section 3.1 without interest thereon, upon transfer of such shares2.09. The Company shall provide Acquiror give Parent (i) prompt written notice upon receipt by the Company of any written demands for appraisal, attempted withdrawals of such demands, any other instruments served pursuant to applicable Law that are received by the Company relating to Equityholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to any demand for appraisal of shares of under DGCL. The Company Common Stockand the Surviving Corporation shall not, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except except with the prior written consent of Acquiror (Parent, which consent shall not may be unreasonably conditionedgranted in Parent’s sole and absolute discretion, withheld, delayed or denied), the Company shall not make any payment with respect toto any demands for appraisal of Dissenting Shares, or settle, or offer to settle, settle or settle any such demands, except as required by Law.

Dissenting Shares. Notwithstanding any provision of in this Agreement to the contrary, shares any share of Company Common Stock issued and outstanding as of immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has properly exercised demanded appraisal rights of for such shares share in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the Stock, collectively, “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall will not be converted into a the right to receive a portion of the Aggregate Per Share Merger Consideration or Additional Per Share Merger Consideration. At the Effective Time, but instead shall all Dissenting Shares will no longer be entitled outstanding and automatically will be cancelled and will cease to only exist, and, except as otherwise provided by applicable Laws, each holder of Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted by under Section 262 of the DGCL. Holders of such Dissenting Shares will be entitled to receive payment for the appraised value of such Dissenting Shares as determined in accordance with Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s the right to appraisal pursuant to Section 262 of the DGCLappraisal, or if a court of competent jurisdiction shall determine that each such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall Dissenting Share will be treated as if they it had been converted as of the Effective Time into the right to receive the Aggregate Per Share Merger Consideration plus, if applicable, any Additional Per Share Merger Consideration, in accordance with Section 3.1 each case without interest thereon, upon transfer surrender of such sharesshares of Company Common Stock in the manner provided in Section 2.2. The Company shall provide Acquiror will give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal and withdrawals of any such demand, and any other demand, notice, or instrument communications delivered to the Company prior pursuant to or in connection with Section 262 of the Effective Time that relates DGCL, and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demanddemands (including settlement offers). Except The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settlepayment, or offer or agree to settlemake any payment, with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenting Shares. The Owner hereby waives notice of and agrees not to seek or assert any dissenter's or appraisal rights, or any similar rights, to which the Owner would otherwise be entitled. Notwithstanding any provision of anything in this Agreement to the contrary, but only in the circumstances and to the extent provided by the DGCL, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by a holder Stockholders who has did not voted vote such shares in favor of adoption of this Agreement the Merger or consented thereto consent to the Merger in writing prior to the Effective Time and who is entitled shall have properly and timely delivered to the Company, as the case may be, a written demand and has properly exercised for appraisal rights of such their shares of the Company Common Stock in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares”) shall not be converted into a the right to receive, or be exchangeable for, the Effective Time Per Share Merger Consideration or the contingent right to receive a portion proportionate percentage of the Aggregate Merger ConsiderationEscrow Amount or the Earn Out Payment, but instead if any. Instead, the holders of Dissenting Shares shall be entitled to only payment of the fair value of such rights as are granted by shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that if(i) if any holder of Dissenting Shares shall subsequently withdraw such holder’s demand for payment of the fair value of such Dissenting Shares, after the Effective Time, such or (ii) if any holder fails to perfect, waives, withdraws, or loses establish and perfect such holder’s right entitlement to appraisal pursuant to the relief provided in Section 262 of the DGCL, or if a court then the rights and obligations of competent jurisdiction shall determine that such holder is not entitled to receive such fair value shall terminate, and such Dissenting Shares shall thereupon be deemed to have been converted, as of the relief provided by Effective Time, into the right to receive, and to have become exchangeable for, the Effective Time Per Share Merger Consideration and a contingent right to receive a proportionate percentage of the Escrow Amount or the Earn Out Payment, if any. The Company shall give Parent (i) prompt written notice of all demands for payment under Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for payment under Section 262 of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such sharesDGCL. The Company shall provide Acquiror prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedParent, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any demands for payment under Section 262 of the DGCL, or agree to do any of the foregoing. If a holder of Company Common Stock demands appraisal of the fair value of shares of Company Common Stock under Section 262 of the DGCL after Closing and such demandsshares become Dissenting Shares, and subsequently such holder receives payment for the fair value of such Dissenting Shares in lieu of the Effective Time Merger Consideration and the contingent right to receive a proportionate percentage of the Escrow Amount or the Earn Out Payment, if any, Parent shall be entitled to withdraw from the Effective Time Merger Consideration supplied to the Agent in accordance with Section 3.02(c) any portion of such Effective Time Merger Consideration with respect to such Dissenting Shares.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “each Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) Share shall not be converted into or represent a right to receive a portion of the Aggregate Merger Common Stock Per Share Consideration or the Preferred Stock Per Share Consideration, but instead and the holder thereof shall be entitled only to only such those rights as are granted by Section 262 of the DGCL; provided, however, that if. If, after the Effective Time, such a holder fails to perfect, waives, withdraws, or beneficial owner of Dissenting Shares withdraws or effectively loses such holder’s the right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLappraisal, such shares of Company Common Stock Dissenting Shares shall be treated as if they had been deemed to be converted into, as of the Effective Time into Time, the right to receive the Aggregate Merger Common Stock Per Share Consideration in accordance with Section 3.1 or the Preferred Stock Per Share Consideration, as applicable, without interest thereon, upon transfer surrender, in accordance with Section 2.3 of such sharesthe certificates previously constituting Dissenting Shares. The Company shall provide Acquiror give Buyer (i) prompt written notice upon receipt by the Company of any notice of intent to assert the right to appraisal of any demands shares of capital stock of the Company and of withdrawals of any of those notices of intent and any other instruments provided pursuant to the DGCL and received by the Company that relate to any such demand for appraisal of shares of Company Common Stockand (ii) the opportunity to participate, any waiver or withdrawal of any such demandat Buyer’s expense, in all negotiations and any other demand, notice, or instrument delivered proceedings with respect to the exercise of appraisal rights under the DGCL. The Company prior to the Effective Time that relates to such demand. Except shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedBuyer, withheld, delayed or denied), the Company shall not voluntarily make any payment with respect to, to any exercise of appraisal rights or settle, settle or offer to settle, settle any such demandsdemands for fair value of Dissenting Shares under Section 262 of the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 3.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 3.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 3.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such sharesBook-Entry Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement anything to the contrarycontrary set forth in this Agreement, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than Owned Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares Shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect perfect, withdraws or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL Delaware Law with respect to such sharesShares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, Consideration but instead shall be entitled to only payment of the fair value of such rights as are granted by Shares in accordance with Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 1.4(b)(i), without interest thereon, upon surrender of such Certificate formerly representing such Share or transfer of such sharesUncertificated Share, as the case may be. The Company shall provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares Shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Legal Proceedings with respect to such demands. Except with the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied)Parent, the Company shall not make any payment with respect to, or settle, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, to the extent (if at all) that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, 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 adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected his or her demand for appraisal rights of such shares in accordance with under Section 262 of the DGCL or any successor provision (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives”), withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall will not be converted into a the right to receive a portion of the Aggregate Merger Consideration, but instead shall the holders of Dissenting Shares will be entitled to only receive from the Company such rights consideration as are granted by will be determined pursuant to Section 262 of the DGCL; provided, however, that if, after the Effective Time, if any such holder fails will have failed to perfect, waives, withdraws, perfect or loses such holder’s will effectively withdraw or lose his or her right to appraisal pursuant to Section 262 of and payment under the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares each share of Company Common Stock shall held by such holder will thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 Consideration, without any interest thereon, upon transfer the surrender of the Certificate representing such sharesshare of Company Common Stock pursuant to Section 3.4, and such shares will not be deemed to be Dissenting Shares. The Company shall provide Acquiror will give Mergerco (i) prompt written notice of any written notices or demands for appraisal of Company Common Stock received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of and (ii) the opportunity to participate and direct all negotiations and proceedings with respect to any such demanddemands or notices. The Company will not, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with without the prior written consent of Acquiror (which consent shall not be unreasonably conditionedMergerco, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle, or otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, 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 adoption of this Agreement or consented thereto in writing and who is entitled to made a demand and has properly exercised for appraisal rights of such shares in accordance with Section 262 of the DGCL WBCL (any such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL WBCL with respect to such shares) shall not be converted into a or represent the right to receive a portion of the Aggregate Merger ConsiderationConsideration pursuant to this Agreement, but instead shall be entitled only to only such rights as are granted by Section 262 the WBCL to a holder of the DGCL; provided, however, that if, after Dissenting Shares. At the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder fails of Dissenting Shares shall cease to perfecthave any rights with respect thereto, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into except the right to receive the Aggregate Merger Consideration fair value of such Dissenting Shares in accordance with Section 3.1 the provisions of the WBCL. If any Dissenting Shares shall lose their status as such (through failure to perfect appraisal rights under the WBCL or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Merger Consideration, without interest thereon, in exchange for each such share, upon transfer surrender of the Company Stock Certificates that formerly evidenced such sharesDissenting Shares in the manner set forth in Section 1.7. The Company shall provide Acquiror give Parent (a) prompt written notice of any written demands received by the Company for appraisal payment of fair value of any shares of Company Common Stock, any waiver or withdrawal attempted withdrawals of any such demand, demands and any other demand, notice, or instrument delivered the opportunity to participate in all negotiations and proceedings with respect to demands under the WBCL consistent with the obligations of the Company prior to the Effective Time that relates to such demandthereunder. Except The Company shall not, except with the prior written consent of Acquiror Parent, (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not i) make any payment with respect toto any demand for payment of fair value, or settle, or (ii) offer to settle, settle or settle any such demandsdemand for payment of fair value or (iii) waive any failure to timely deliver a written demand for payment of the fair value or timely take any other action to perfect payment of fair value rights in accordance with the WBCL.

Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Oak Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights complied with the relevant provisions of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” ”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.1(b) and instead such holder of Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 unless and until such time as such holder fails to perfect or withdraws or otherwise waives, withdraws, or loses such holder’s right to appraisal rights and payment under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if. If, after the Effective Time, any such holder fails to perfect, waives, withdraws, perfect or withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCLappraisal, such shares of Company Common Stock Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1 to which such holder would have been entitled but for the prior status of such shares as Dissenting Shares, without interest or dividends thereon, upon transfer the surrender in the manner provided in Section 2.2 of the Certificate(s) which formerly represented such shares. The Company Oak shall provide Acquiror give Xxxxx prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered instruments served pursuant to the Company DGCL and received by Oak relating to stockholders’ rights of appraisal and, prior to the Effective Time that relates Time, Xxxxx shall have the right to direct all negotiations and proceedings with respect to such demanddemands. Except Prior to the Effective Time, Oak shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably conditionedXxxxx, withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 4.1, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock cancelled in accordance with Section 3.1(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of such shares Company Shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger ConsiderationConsideration Shares, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Aggregate portion of the Merger Consideration in accordance with Shares to which such holder is entitled pursuant to the applicable subsections of Section 3.1 4.1, without interest thereon, upon transfer surrender of the Company Stock Certificate or Company Stock Certificates representing such sharesDissenting Shares in accordance with Section 4.4. The Company shall promptly provide Acquiror Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, demand and any other demand, notice, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand. Except with , and Parent shall have the prior written consent of Acquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment opportunity to participate in all negotiations and proceedings with respect to, or settle, or offer to settle, any such demands.