Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding Section 2.02, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) shall not be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. The Company shall give Parent (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02For purposes of this Agreement, “Dissenting Shares” mean any shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a person who have has not voted such shares in favor of the Merger or consented thereto in writing adoption of this Agreement and who are entitled to demand and have the Merger, has properly exercised, perfected and demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law (and has not effectively withdrawn or forfeited such demand for appraisal. Notwithstanding anything to the “contrary contained herein, Dissenting Shares”) shall Shares will not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any unless such holder fails to perfect or effectively withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with Delaware Law. If after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder’s holder does not have appraisal rights, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon will be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonmerger consideration set forth in Section 1.6(a) hereof (if any). The Company shall will give Parent (i) prompt written notice of any demands received by Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the Delaware Law and such demands received by the Company. The Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct shall control all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except with the prior written consent of Parentsuch demands, provided that (i) the Company shall not (x) make any payment keep Parent reasonably apprised of all material events, circumstance or other commitment changes with respect to any such exercise demand following the making thereof and (ii) the Company will not, except with prior written consent of appraisal rightsParent (such consent not to be unreasonably withheld, (y) conditioned or delayed), make any payment with respect to, or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure unless and to timely deliver a written demand for appraisal or timely take any other action the extent required to perfect appraisal rights in accordance with Delaware Lawdo so under applicable Legal Requirements.

Dissenting Shares. Notwithstanding Section 2.021.2, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 1.2(b) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only payment of the appraised value of such rights as are granted by Section 262 of Delaware Lawshares in accordance with the DGCL; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s right to appraisal pursuant to the DGCL, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Consideration in accordance with Section 1.2(a), Per Share Series B Consideration without interest thereon, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicablethe case may be, without any interest thereonin compliance with Section 1.3. The Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law DGCL that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity and right to participate in and direct control all negotiations and proceedings with respect to such demands for appraisal under Delaware Lawthe DGCL consistent with the obligations of the Company thereunder. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or (z) waive any failure to timely deliver other rights of an equity owner of the Surviving Company or of a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawstockholder of Parent.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.021.6, shares of Company Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 1.6(a)) and which are held by stockholders a holder who have has not voted voted, as applicable, in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such Shares in accordance with Section 262 of Delaware Law the DGCL (such Shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be canceled and converted into the a right to receive a portion of the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only such rights as are granted by Section 262 of Delaware Lawthe DGCL; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s shares right to appraisal pursuant to Section 262 of Company Common Stock the DGCL or Company Preferred Stockif a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, as applicable, such Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock portion of the Merger Consideration, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicableto which such holder is entitled pursuant to Section 1.6, without any interest thereon. The Company HoldCo shall give provide Parent (i) and Operator prompt written notice of any demands received by HoldCo for appraisal of shares Shares, any withdrawal of Company Capital Stock received by the Company, attempted withdrawals of any such demands demand and any other instruments served demand, notice or instrument delivered to HoldCo prior to the Effective Time pursuant to the Delaware Law DGCL that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Buyer Parties shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of ParentParent and Operator, the Company HoldCo shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.022.01, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law the DGCL (such shares of Company Stock being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock ConsiderationMerger Shares, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only such rights as are granted by Section 262 of Delaware Lawthe DGCL; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, 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 or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Shares in accordance with this Agreement, Per Share Series B Consideration upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Book-Entry Share, as applicable, without any interest thereonthe case may be. The Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law DGCL that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company any Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (a “Dissenting Stockholder”) who have has not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such Common Shares in accordance with Section 262 of Delaware Law the DGCL (the “Dissenting Shares”) shall not be canceled and converted into a right to receive the Merger Consideration at the Effective Time in accordance with Section 2.01(a) hereof, but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Per Share Common Stock ConsiderationLaws of the State of Delaware, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, unless and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If a Dissenting Stockholder fails to perfect appraisal rights in accordance with the DGCL, or if such holder withdraws or otherwise loses such holder’s right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, former Dissenting Shares held by such holder shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive receive, upon surrender as provided above, the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Parent (i) Merger Sub prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law DGCL and received by the Company relating to rights to be paid Company, and Parent shall have the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct and, after the Effective Time, to direct, all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of ParentParent or as required under the DGCL, the Company shall not (x) make any payment or other commitment with respect to any such exercise of demands for appraisal rights, (y) or offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.024.01, shares of Company Target Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and in respect of which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights shall have been properly demanded (and not withdrawn or lost) in accordance with Section 262 of Delaware Law the DGCL (such shares of Target Common Stock being referred to collectively as the “Dissenting Shares”) shall will not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall but instead will be entitled to only such rights as are granted by Section 262 of Delaware Lawthe DGCL to a holder of Dissenting Shares; provided, however, that if, after the Effective Time, any if such holder fails to perfect or perfect, effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as right to seek appraisal rights pursuant to Section 262 of the Effective Time DGCL with respect to any Dissenting Shares, such Dissenting Shares shall immediately be converted into the right to receive the Per Share Merger Consideration in accordance with this Article IV as if such shares of Target Common Stock Considerationnever had been Dissenting Shares, Per Share Series B Consideration without interest thereon, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Book-Entry Share, as applicable, without any interest thereonthe case may be. The Company shall give Target will provide Parent (i) prompt written notice of any demands received by the Target for appraisal of shares of Company Capital Target Common Stock received by (including any stockholder’s notice of its intent to demand payment pursuant to the CompanyDGCL), attempted withdrawals any withdrawal of any such demands demand, and any other instruments served demand, notice or instrument delivered to the Target prior to the Effective Time pursuant to the Delaware Law DGCL that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent will have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of Parent, the Company shall Target will not (x) make any payment or other commitment with respect to, or settle or offer to settle, any such exercise demands or any claim in respect of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware LawDissenting Shares.

Dissenting Shares. Notwithstanding Section 2.02anything to the contrary set forth in this Agreement, shares of Company Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time (other than Owned Shares) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such Shares in accordance with Section 262 of Delaware Law the DGCL (such Shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such Shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof 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 Delaware Lawthe DGCL; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s shares right to appraisal pursuant to Section 262 of Company Common Stock the DGCL, or Company Preferred Stockif a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, as applicable, such Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Merger Consideration in accordance with Section 1.4(b)(i), without interest thereon, upon surrender of such Certificate formerly representing such Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicable, without any interest thereonthe case may be. The Company shall give Parent (i) provide Newco prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating for appraisal of Shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to rights the Company prior to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Effective Time pursuant to Delaware Law that relates to such demand, and (ii) Newco shall have the opportunity and right to participate in and direct all negotiations and proceedings Legal Proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of ParentNewco, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a stockholder who have did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who are is entitled to demand and have properly exercised, perfected and demanded their demands appraisal rights in accordance with Section 262 of Delaware Law such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be canceled and converted into or be exchangeable for the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead such holder shall be entitled to only receive such rights consideration as are granted by may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of Delaware Law; provided, however, that if, after the DGCL (and at the Effective Time, any such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder fails shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses the lost its right to appraisalappraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, 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 Per Share Common Stock ConsiderationMerger Consideration for each such Share, Per Share Series B Consideration or Per Share Series C Consideration, as applicablein accordance with Section 4.1, without any interest thereoninterest. The Company shall give Parent (i) prompt written notice and a copy of any written demands for appraisal of shares of Company Capital Stock received by the Companyappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the Delaware applicable Law and that are received by the Company relating to Company stockholders’ rights to be paid the “fair value” of Dissenting Sharesappraisal, as provided in Section 262 of the Delaware Law and (ii) and, at Parent’s expense, Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal by Company stockholders under Delaware Lawthe DGCL, so long as Parent does not create any pre-Closing obligations of the Company. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) voluntarily make any payment or other commitment with respect to any such exercise of appraisal rightsdemands for appraisal, (y) offer to settle or settle any such rights demands or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02, shares Each share of Company Common Stock or Company Preferred Stock that are which is issued and outstanding immediately prior to the Effective Time and which are is held by stockholders a holder who have has not voted such share in favor of the Merger or consented thereto Merger, who shall have delivered a written demand for appraisal of such share in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of the manner provided by Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (the each such share, a “Dissenting SharesShare”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the . The holders thereof shall be entitled only to only such rights as are granted by Section 262 of the Delaware Law (“Section 262”). Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 shall receive payment therefor from the Surviving Corporation in accordance with Delaware Law; provided, however, that if, after the Effective Time, (i) if any such holder fails of Dissenting Shares shall have failed to perfect establish his or her entitlement to appraisal rights as provided in Section 262, (ii) if any such holder of Dissenting Shares shall have effectively withdraws withdrawn his or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. The Company shall give Parent (i) prompt written notice of any demands her demand for appraisal of such shares of Company Capital Stock received by the Company, attempted withdrawals of such demands or lost his or her right to appraisal and payment for shares under Section 262 or (iii) if neither any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, as Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law Law, such holder shall forfeit the right to appraisal of such shares and (ii) each such share shall be treated as if it had been converted, as of the opportunity Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Surviving Corporation. The Company shall give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment with respect to, or other commitment settle or offer to settle, any such demands. Any communication to be made by the Company to any holder of Company Common Stock with respect to such demands shall be submitted to Parent in advance and shall not be presented to any such exercise holder of appraisal rightsCompany Common Stock prior to the Company receiving Parent’s consent, (y) offer to settle which shall not be unreasonably delayed or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawwithheld.

Dissenting Shares. Notwithstanding Section 2.022.03, shares of Company Common Stock or Company Preferred Stock that are 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 which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof 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 Delaware Law; provided, however, provided that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder’s holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Consideration in accordance with Section 2.03(a), Per Share Series B Consideration without interest thereon, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicable, without any interest thereonthe case may be. The Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice, or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law that relate to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything to the contrary set forth in this Agreement, shares of Company Common Stock or Company Preferred Stock that are no Shares issued and outstanding immediately prior to the Effective Time and in respect of which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights shall have been perfected in accordance with Section 262 of Delaware Law the DGCL in connection with the Merger (the collectively, “Dissenting Shares”) shall not be canceled and converted into a right to receive that portion of the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.1(a), but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, becomes entitled to payment of the fair value of such Dissenting 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). In the event that any holder of Shares fails to make an effective demand for payment or fails to perfect its appraisal rights as to the Shares or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such Shares shall be converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled issuable pursuant to only Section 2.1(a) in respect of such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated Shares as if they such Shares had never been converted as Dissenting Shares, in accordance with and following the satisfaction of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonapplicable requirements and conditions set forth in Section 2.2. The Company shall give Parent prompt notice (and in no event more than one (1) Business Day) of (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and demand received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 of the Delaware Law Shares (and (ii) shall give Parent the opportunity (at Parent’s election) to participate in direct and direct control all negotiations and proceedings with respect to demands for any such demand) or (ii) any notice of exercise by any holder of Shares of appraisal under Delaware Lawrights in accordance with the DGCL. Except with The Company shall not (and shall not agree to), without the prior written consent of Parent, the Company shall not (x) voluntarily make any payment or other commitment with respect to, or settle, or offer to settle, any such exercise of appraisal rights, (y) offer to settle demands or settle any such rights or approve any withdrawal of any such demandsapplications, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawthe DGCL.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Company Merger Effective Time and which are held by stockholders a holder who have has not voted in favor of the Company Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and has demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law the DGCL (collectively, the “"Dissenting Shares”") shall will not be canceled and converted into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration unless such holder fails to perfect, withdraws or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled otherwise loses such holder's rights to only appraisal or it is determined that such holder does not have appraisal rights as are granted by Section 262 of Delaware Law; provided, however, that ifin accordance with applicable law. If, after the Company Merger Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the such holder's right to appraisal, or if it is determined that such holder’s holder does not have an appraisal right, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon will be treated as if they had been converted as of the Company Merger Effective Time into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. The Company shall will give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by Common Stock, and Parent will have the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under Delaware Lawexcept as required by applicable law. Except The Company will not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (zunless and to the extent required to do so under applicable law. The Exchange Agent will withhold the Common Stock Merger Consideration with respect to each Dissenting Share and, upon Parent's request, will promptly return to Parent the Common Stock Merger Consideration made available to the Exchange Agent by Parent pursuant to Section 2.5(a) waive any failure to timely deliver a written demand pay for appraisal or timely take any other action to perfect shares for which appraisal rights in accordance with Delaware Laware perfected.

Dissenting Shares. Notwithstanding Section 2.02, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only have such rights as are granted provided by Section 262 of Delaware Law; provided, however, provided that if, after the Effective Time, any if such holder fails to perfect or effectively perfect, withdraws or otherwise loses the such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder’s holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Consideration in accordance with Section 2.02(a), Per Share Series B Consideration without interest thereon, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicable, without any interest thereonthe case may be. The Company shall give provide Parent (ia) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice, instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law and received by the Company relating that relate to rights to be paid the “fair value” of Dissenting Sharessuch demand, as provided in Section 262 of the Delaware Law and (iib) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands for and the exercise of appraisal rights under the applicable provisions of Delaware Law. Except with the prior written consent of Parent, or to the extent required by Applicable Law, the Company shall not (x) make take any payment or other commitment action with respect to such demands (including making any such exercise of appraisal rightspayment with respect to, (y) offer or offering to settle or settle any such rights settling or approve approving any withdrawal of of, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02any other provision of this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and properly shall have properly exercised, perfected and demanded their appraisal rights payment of the fair value for such shares in accordance with Section 262 of Delaware Law the IBCA (collectively, the “Dissenting Dissenters’ Shares”) shall not be canceled and converted into or represent the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof . 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 Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses for the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicablereceive, without any interest thereon, the Common Stock Merger Consideration upon surrender in the manner provided in Section 2.7 of the certificate(s) that, immediately prior to the Effective Time, evidenced such shares. The Company shall give Parent Acquiror: (ia) prompt written notice of any written demands for appraisal payment of fair value of any shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law IBCA and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law stockholders’ dissenters’ rights; and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawthe IBCA consistent with the obligations of the Company thereunder. Except The Company shall not, except with the prior written consent of ParentAcquiror, the Company shall not (xi) make any payment or other commitment with respect to any such exercise of appraisal rightsdemand, (yii) offer to settle or settle any such rights or approve any withdrawal demand for payment of any such demands, fair value or (ziii) waive any failure to timely deliver a written demand for appraisal payment of fair value or timely take any other action to perfect appraisal payment of fair value rights in accordance with Delaware Lawthe IBCA.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company SRA Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the First Merger Effective Time and which are held by stockholders a SRA Stockholder who have not voted in favor of the Merger or consented thereto in writing and who are is entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such shares of SRA Common Stock in accordance with with, and who complies in all respects with, Section 262 of Delaware Law the DGCL (such Shares, the “Dissenting Shares”) shall not be canceled and converted into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and shall instead represent the holders thereof shall be entitled right to only receive payment of the fair value of such rights as are granted Dissenting Shares in accordance with and to the extent provided by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, DGCL. If any such holder SRA Stockholder fails to perfect or effectively otherwise waives, withdraws or otherwise loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such SRA Stockholder to appraisalbe paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the First Merger Effective Time Time, into and shall be exchangeable solely for the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without interest and subject to any interest thereonwithholding of Taxes required by applicable Law in accordance with Section 3.8(c). The Company SRA shall give Parent (i) CSC and Computer Sciences GS prompt written notice of any demands received by SRA for appraisal of shares of Company Capital Stock received by the CompanySRA Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law DGCL and received by the Company SRA relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and CSC and Computer Sciences GS shall have the Delaware Law and (ii) the opportunity right to participate in and direct to control all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except Prior to the First Merger Effective Time, SRA shall not, except with the prior written consent of ParentCSC and Computer Sciences GS, the Company shall not (x) make any payment or other commitment (unless required by Law) with respect to any such exercise of appraisal rightsto, (y) or settle or compromise or offer to settle or settle compromise, any such rights demands, or approve any withdrawal of any such demands, or (z) waive agree to do any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawof the foregoing.

Dissenting Shares. Notwithstanding Section 2.022.06 or any other provision of this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing and who are is entitled to demand appraisal and have who has properly exercised, exercised and perfected and demanded their a demand for appraisal rights of such Shares in accordance with Section 262 of Delaware Law the DGCL and, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares (the any such Shares, “Dissenting Shares”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof Amount but instead shall be entitled only to only such rights as are granted by Section 262 the DGCL to a holder of Delaware LawDissenting Shares; provided, however, that that, if, after the Effective Time, any such holder fails to perfect or effectively withdraws perfect, withdraws, waives or otherwise loses the right to appraisal, such holder’s shares right to appraisal pursuant to Section 262 of Company Common Stock the DGCL or Company Preferred Stockif a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, as applicable, such Shares shall thereupon 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 Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicableAmount in accordance with Section 2.05(a), without any interest thereon, upon surrender of such Certificate formerly representing such Shares. The Company shall give provide Parent (i) with prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting any Shares, as provided in any withdrawal of any such demand and any other demand, notice and/or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the Delaware Law DGCL that relates to such demand, and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of Parent, or if required by Applicable Law, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are any issued and outstanding immediately prior to the Effective Time and which are Company Shares held by stockholders a person entitled to vote on the Merger who have not has neither voted in favor of the Merger or nor consented thereto in writing thereto (each, a "Dissenting Shareholder") and who are entitled otherwise complies with all the applicable provisions of the CGCL concerning the rights of holders of Company Shares to demand dissent from the Merger and have properly exercised, perfected and demanded require purchase by the Company of their appraisal rights in accordance with Section 262 of Delaware Law Company Shares (the “"Dissenting Shares”") shall not be canceled as described in Section 3.1(b) but shall become the right to receive such payment as may be determined to be due to such Dissenting Shareholder pursuant to the CGCL. If, after the Effective Time, such Dissenting Shareholder withdraws his, her or its demand for purchase of the Dissenting Shares (with the Company's consent) or fails to perfect or otherwise loses his, her or its status as a Dissenting Shareholder, in any case pursuant to the CGCL, each of his, her or its Company Shares shall be deemed to be canceled as of the Effective Time and converted into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and in the holders thereof shall be entitled to only such rights as are granted manner contemplated by Section 262 of Delaware Law; provided, however, that if, after 3.1(b) without interest thereon. The notice to be sent to Company Shareholders pursuant to CGCL ss.1301 shall designate the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares closing price of Company Common Stock or Company Preferred Stock, Shares on the OTC Bulletin Board System on the trading day prior to the date of this Agreement as applicable, shall thereupon be treated as if they had been converted as the fair market value of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonDissenting Shares. The Company shall give Parent (i) prompt written notice of any demands written demand for appraisal purchase of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and Dissenting Shares received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provisions of the Delaware Law CGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make an offer of any payment or make any payment or other commitment with respect to any such exercise of appraisal rights, (y) demands or offer to settle or settle any such rights demands. Any communication to be made by the Company to any shareholder, court or approve appraiser with respect to such demands shall be submitted to Parent sufficiently in advance for Parent to review such communication and shall not be presented to any withdrawal of any such demandsshareholder, court or (z) waive any failure to timely deliver a appraiser without Parent's written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawconsent.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and Shares (other than Cancelled Shares) outstanding immediately prior to the Effective Time and which are held by stockholders a Holder who have has not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such Shares in accordance with Section 262 of Delaware Law or Chapter 13 of California Law, if such Section or Chapter provides for appraisal rights for such Shares in the Merger (the “Dissenting Shares”) ), shall not be canceled and converted into or be exchangeable for the right to receive a portion of the Per Share Common Stock Consideration, Per Share Series B Merger Consideration unless and until such Holder fails to perfect or Per Share Series C Consideration, as applicable, withdraws or otherwise loses his right to appraisal and the holders thereof shall be entitled to only such rights as are granted by Section 262 of payment under Delaware Law or California Law; provided, however, that if. If, after the Effective Time, any such holder Holder fails to perfect or effectively withdraws or otherwise loses the his right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock portion of the Merger Consideration, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicableto which such Holder is entitled pursuant to Section 2.7(a), without any interest thereoninterest. The Company shall give the Parent (ia) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyShares, attempted written withdrawals of such demands demands, and any other instruments served pursuant to the Delaware Law or California Law and received by the Company relating to Holders’ rights to be paid appraisal with respect to the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law Merger and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for any exercise of such appraisal rights under Delaware Law or California Law; provided, however, that any settlement of any such negotiations or proceedings shall be handled as settlement of a Third Party Claim pursuant to the procedures set forth in Section 8.4. Except The Company shall not, except with the prior written consent of the Parent, the Company shall not (x) voluntarily make any payment or other commitment with respect to any such exercise demands for payment of appraisal rightsfair value for capital stock of the Company, (y) offer to settle or settle any such rights demands or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding If, in connection with the First Merger, holders of Company Capital Stock are entitled to appraisal rights pursuant to Delaware Law, any Dissenting Shares shall not be converted into a right to receive shares of Acquiror Common Stock and cash as provided in Section 2.022.4(b), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to Delaware Law). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded any Dissenting Shares shall otherwise lose their appraisal rights in accordance with Section 262 of Delaware Law (the “status as Dissenting Shares”) , then any such shares shall not immediately be canceled and converted into the right to receive the Per Share consideration issuable pursuant to Article 2 in respect of such shares as if such shares had never been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.9, following the satisfaction of the applicable conditions set forth in Section 2.9, the shares of Acquiror Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicablecash, without any interest thereon, to which such Company Stockholder would have been entitled under Section 2.4(b) with respect to such shares, subject to the provisions of Section 2.4(b)(vii) (regarding the delivery of cash in lieu of any fractional shares), Section 2.4(e) (regarding the continuation of vesting and repurchase rights) and Section 2.7 (regarding the withholding of Escrow Cash). The Company shall give Parent Acquiror prompt notice (iand in no event more than two business days) prompt written notice of any demands demand received by the Company for appraisal of shares of Company Capital Stock received by or notice of exercise of a Company Stockholder’s appraisal rights, and Acquiror shall have the Company, attempted withdrawals of such demands and any other instruments served pursuant right to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct control all negotiations and proceedings with respect to demands for appraisal under Delaware Lawany such demand. Except Acquiror agrees that, except with the Representative’s prior written consent of Parent, the Company (which shall not (x) be unreasonably withheld), Acquiror shall not voluntarily make any payment or other commitment offer to make any payment with respect to, or settle or offer to settle, any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawappraisal.

Dissenting Shares. Notwithstanding anything to the contrary in this Section 2.021.7, any shares of the Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a person who have has not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and has demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law the DGCL (the “Dissenting Shares”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any unless such holder fails to perfect or effectively withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Closing, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder’s holder does not have appraisal rights, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. The Company shall give Parent (i) and Merger Sub prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid for appraisal of shares, and Parent and Merger Sub shall have the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under Delaware except as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such term is defined in Section 2.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure unless and to timely deliver a written demand for appraisal or timely take any other action the extent required to perfect appraisal rights in accordance with Delaware do so under Law.

Dissenting Shares. Notwithstanding Section 2.022.03(a), any shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a Stockholder immediately prior to the Effective Time who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and has demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law and who has not failed to perfect, withdrawn or otherwise lost the right to appraisal under Delaware Law (collectively, the “Dissenting Shares”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if. If, after the Effective Time, any such holder of Dissenting Shares fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonin accordance with this Article 2. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by Stock, and Parent shall have the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (zi) waive makes any failure to timely deliver a written demand for appraisal payment or timely take payments in respect of any other action to perfect appraisal rights Dissenting Share in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Delaware Lawthis Agreement or (ii) incurs any other costs or expenses, (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together “Dissenting Share Payments”), then Parent shall be entitled to recover under the terms of Section 10.02 hereof such Dissenting Share Payments, whether paid or incurred before or after the Effective Time by the Company or Parent.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and Shares outstanding immediately prior to the Effective Time and which are held owned by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing and who are is entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such Shares in accordance with with, and who complies in all respects with, Section 262 of Delaware Law the DGCL (the such Shares, “Dissenting Shares”) shall not be canceled and converted into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and shall instead represent the holders thereof shall be entitled right to only receive payment of the fair value of such rights as are granted Dissenting Shares in accordance with and to the extent provided by Section 262 of Delaware Law; provided, however, that if, after the DGCL. At the Effective Time, (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or effectively otherwise waives, withdraws or otherwise loses the right to appraisal, such holder’s shares right to appraisal under Section 262 of Company Common Stock the DGCL or Company Preferred Stockother applicable Law, as applicablethen 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, shall thereupon be treated as if they had been converted as of the Effective Time Time, into and shall be exchangeable solely for the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without interest and subject to any interest thereonwithholding of Taxes required by applicable Law in accordance with Section 1.8(g). The Company shall give Parent prompt notice (iand in any event within one Business Day) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyShares, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under Delaware such demands. Prior to the Effective Time (unless required by applicable Law. Except ), the Company shall not, except with the prior written consent of Parent, the Company Parent (which consent shall not (x) be unreasonably withheld, conditioned or delayed), make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or compromise or offer to settle or settle compromise, any such rights demands or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal appraisal, or timely take agree or commit to do any other action of the foregoing. Any portion of the aggregate Per Share Merger Consideration made available to perfect appraisal rights in accordance with Delaware Lawthe Paying Agent to pay for Shares that have become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a shareholder who have has not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance has complied with Section 262 applicable provisions of Delaware Law the MBCA (the “Dissenting Shares”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration unless such shareholder fails to perfect or Per Share Series C Considerationwithdraws or otherwise loses his, as applicableher or its right to appraisal. From and after the Effective Time, and a shareholder who has properly exercised such appraisal rights shall not have any rights of a shareholder of Company or the holders thereof Surviving Entity with respect to shares of Company Common Stock, except those provided under applicable provisions of the MBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to only such rights as are granted receive payment of the fair value of each share of Company Common Stock held by Section 262 him or her in accordance with the applicable provisions of Delaware Law; providedthe MBCA, however, that ifunless, after the Effective Time, any such holder shareholder fails to perfect or effectively withdraws or otherwise loses the his, her or its right to appraisal, in which case such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon, upon surrender of his, her or its Certificates pursuant to Section 2.05. The Company shall give Parent (i) Buyer prompt notice of any written notice of any demands for appraisal of shares of Company Capital Stock received by the Companyintent to demand payment, attempted withdrawals of such demands notices, and any other instruments served pursuant to the Delaware applicable Law and received by the Company relating to shareholders’ rights of appraisal. Buyer shall have the right to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all discussions, negotiations and proceedings with respect to demands for appraisal under Delaware Lawany such notices of intent to demand payment. Except Company shall not, except with the prior written consent of ParentBuyer, the voluntarily make, or offer to make, any payment with respect to, or settle or offer to settle, any such notice of intent to demand payment. Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written notice of intent to demand for appraisal payment or timely take the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the MBCA. Any payments made in accordance with Delaware Lawrespect of Dissenting Shares shall be made by Buyer as the Surviving Entity.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.022.8, shares of Company Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.8(a)) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights in accordance with Section 262 of Delaware Law Act (such Shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the Act with respect to such Shares) shall not be canceled and converted into the a right to receive a portion of the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only such rights as are granted by Section 262 of Delaware Lawthe Act; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s shares right to dissent pursuant to the Act or if a court of Company Common Stock or Company Preferred Stockcompetent jurisdiction shall determine that such holder is not entitled to the relief provided by the Act, as applicable, such Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock portion of the Merger Consideration, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicableto which such holder is entitled pursuant to Section 2.8(b), without any interest thereon. The Target Company shall give Parent (i) provide Holdings prompt written notice of any demands received by the Target Company for appraisal of shares Shares, any withdrawal of Company Capital Stock received by the Company, attempted withdrawals of any such demands demand and any other instruments served demand, notice or instrument delivered to the Target Company prior to the Effective Time pursuant to the Delaware Law Act that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Holdings shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. The Target Company shall give notice to Target Company Stockholders of their right to dissent and such notice shall comply with the Act. Except with the prior written consent of ParentHoldings, the Target Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything to the contrary set forth in this Agreement, shares of Company Common Stock or Company Preferred Stock that are no Shares issued and outstanding immediately prior to the Effective Time and in respect of which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights shall have been perfected in accordance with Section 262 of Delaware Law the DGCL in connection with the Merger (the collectively, “Dissenting Shares”) shall not be canceled and converted into a right to receive that portion of the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Section 2.2, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, becomes entitled to 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). In the event that any holder of Shares fails to make an effective demand for payment or fails to perfect its appraisal rights as to its Shares or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall be converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled issuable pursuant to only Section 2.2 in respect of such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated Shares as if they such Shares had never been converted as Dissenting Shares, in accordance with and following the satisfaction of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonapplicable requirements and conditions set forth in Section 2.3. The Company shall give Parent prompt notice (and in no event more than two Business Days) of (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and demand received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 of the Delaware Law Shares (and (ii) shall give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (ydemand) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (zii) waive any failure to timely deliver a written demand for appraisal or timely take notice of exercise by any other action to perfect holder of Shares of appraisal rights in accordance with Delaware Lawthe DGCL. The Company agrees that, except with Parent’s prior written consent, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding Section 2.022.03, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof 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 Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder’s holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Consideration in accordance with Section 2.02(a), Per Share Series B Consideration without interest thereon and subject to any withholding of Taxes required by Applicable Law in accordance with Section 2.08, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicablethe case may be. Within two (2) Business Days of receipt, without any interest thereon. The the Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under the applicable provisions of Delaware Law. Except with the prior written consent of Parent, or to the extent required by Applicable Law, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled has properly demanded such holder's right to demand and have properly exercised, perfected and demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law the DGCL (the “and who has neither effectively withdrawn nor lost his, her or its right to such appraisal) ("Dissenting Shares”) "), shall not be canceled and converted pursuant to Section 2.2(b) hereof into the right to receive the Per Share Common Stock ConsiderationPrice or a contingent right to receive the applicable portion of the Additional Consideration Amount, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicable, in accordance with the definition thereof (and sections referenced therein) and the holders holder thereof shall be entitled only to only such rights as are granted by Section 262 of Delaware Law; provided, however, that ifthe DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the his, her or its right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationPrice and a contingent right to receive the applicable portion of the Additional Consideration Amount, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicablein accordance with the definition thereof (and sections referenced therein), to which such holder would have been entitled pursuant to Section 2.2(b), without any interest thereon, subject to Section 2.5 hereof. The Company shall give Parent (i) and Merger Sub prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in under Section 262 of the Delaware Law DGCL for appraisal of Common Shares, any withdrawal of any such demand and (ii) any other demand, notice or instrument delivered to the opportunity Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent and the Company shall jointly participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except Prior to the Closing, Parent shall not, except with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or offer to settle, any such demands. Parent acknowledges that the Company shall be permitted (in its sole discretion) to negotiate, settle or otherwise enforce rights with respect to any appraisal demand so long as (a) in any such case, none of Parent, the Company shall not or any Affiliate of Parent or the Company will have any liability or obligation related thereto at or after the Closing and (xb) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal in the case of any such demandssettlement, (i) the Company pays the entire amount and all related fees, costs and expenses thereof prior to the Closing, (ii) such settlement does not contain an admission of wrongdoing on the part of the Company or any Company Subsidiary, (ziii) waive any failure such settlement provides for the full and unconditional release of the Company in a reasonable form in connection with the underlying demand and (iv) the Company consults with Parent prior to timely deliver a written demand for appraisal or timely take any other action such settlement and provides notice of such settlement to perfect appraisal rights in accordance with Delaware LawParent.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders a stockholder who have not voted in favor of the Merger or consented thereto in writing and who are is entitled to demand and have properly exerciseddemands appraisal of such shares pursuant to, perfected and demanded their appraisal rights who complies in accordance with all respects with, the provisions of Section 262 of the Delaware Law (such stockholders, the “Dissenting Stockholders” and such shares of Company Common Stock, the “Dissenting Shares”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such holder shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the Delaware Law (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and converted shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the Delaware Law), unless and until such holder shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the Delaware Law. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted, as of the Effective Time, into the right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by provided in Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable2.02, without any interest thereoninterest. The Company shall give Parent (i) prompt written notice of any written demands for appraisal of any shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to stockholders’ rights to be paid of appraisal in accordance with the “fair value” provisions of Dissenting Shares, as provided in Section 262 of the Delaware Law Law, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawall such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) offer to settle or offer or agree to settle any such rights or approve any withdrawal demands. Any portion of any such demands, or (z) waive any failure the Merger Consideration made available to timely deliver a written demand the Exchange Agent pursuant to Section 2.03 to pay for appraisal or timely take any other action to perfect shares of Company Common Stock for which appraisal rights in accordance with Delaware Lawhave been perfected shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares with respect to each share of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior as to which the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and holder thereof shall have properly exercised, perfected and demanded their appraisal rights in accordance complied with the provisions of Section 262 of Delaware Law the DGCL as to appraisal rights (the each, a “Dissenting SharesShare”) shall not be canceled and converted into the right to receive the Per Share Common Stock Consideration), Per Share Series B Consideration or Per Share Series C Considerationif any, as applicable, and the holders thereof 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 Delaware Lawthe DGCL; provided, however, that if(a) if any holder of Dissenting Shares, after under the Effective Timecircumstances permitted by and in accordance with the DGCL, affirmatively withdraws his, her or its demand for appraisal of such Dissenting Shares, (b) if any holder of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (c) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder fails is not entitled to perfect payment of the appraisal value for his, her or effectively withdraws its shares under the DGCL, such holder or otherwise loses holders (as the case may be) shall forfeit the right to appraisal, appraisal of such holder’s shares of Company Common Stock or and such shares of Company Preferred Stock, as applicable, Common Stock shall thereupon cease to constitute Dissenting Shares and such shares of Company Common Stock shall be treated as if they had been deemed converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, without any interest thereonprovided in this Article IV. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by Common Stock, and Parent shall have the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (xi) voluntarily make any payment or other commitment with respect to any such exercise of demands for appraisal rightsfor Dissenting Shares, (yii) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (ziii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawthe DGCL or (iv) agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.02any provision of this Agreement to the contrary, if required by DGCL (but only to the extent required thereby), shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled pursuant to Section 3.1(c)) and which that are held by stockholders holders of such shares who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their exercised appraisal rights with respect thereto in accordance with with, and who have complied with, Section 262 of Delaware Law DGCL (the “Dissenting Shares”) shall will not be canceled and converted convertible into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall of such Dissenting Shares will be entitled to only receive payment of the fair value of such rights as are granted by Dissenting Shares in accordance with the provisions of such Section 262 of Delaware Law; provided, however, that ifunless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisalsuch right, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall Dissenting Shares will thereupon be treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of DGCL and as provided in the previous sentence. The Company shall will give Parent (i) prompt written notice (and in any event within one (1) Business Day) of any demands for appraisal of shares of Company Capital Stock received by the CompanyCompany for appraisals, withdrawals or attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law DGCL and received by the Company relating to rights to be paid the “fair value” in respect of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch notices and demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of demands for appraisal rightsor settle, (y) compromise, offer to settle or settle any such rights compromise, or approve any withdrawal of otherwise negotiate any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. (a) Notwithstanding Section 2.02any provision of this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are and Book Entry Shares issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 the applicable provisions of Delaware Law Sections 92A.300 through 92A.500 of the NRS (such shares of Company Common Stock and Book Entry Shares being referred to collectively as the “Company Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the NRS with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration or the Alternative Cash Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only such rights as are granted by Section 262 Sections 92A.300 through 92A.500 of Delaware Lawthe NRS; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the such holder’s right to appraisalappraisal pursuant to Sections 92A.300 through 92A.500 of the NRS or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Sections 92A.300 through 92A.500 of the NRS, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Considerationthe Alternative Cash Consideration in accordance with Section 1.5, without interest thereon, upon surrender of such Certificate formerly representing such Company Dissenting Shares or transfer of such Book-Entry Shares, as applicable, without any interest thereon. The Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served pursuant demand, notice or instrument delivered to the Delaware Law Company prior to the Effective Time that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands; provided that Parent shall have the right to consent to any final resolution of such demands, which consent shall not be unreasonably withheld. Except with the prior written consent of Parent, which shall not be unreasonably withheld, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company any Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (a “Dissenting Shareholder”) who have timely delivers to the Company such holder’s notice of intent to demand payment for such holder’s shares if the Merger is effected, thereafter does not voted vote in favor of the Merger or consented consent thereto in writing and who are entitled to demand and have otherwise properly exercised, perfected and demanded their demands appraisal rights for such Common Shares in accordance with Section 262 of Delaware Law the GBCC (the “Dissenting Shares”) shall not be canceled and converted into a right to receive the Merger Consideration at the Effective Time in accordance with Section 2.01(a) hereof, but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the Per Share Common Stock Considerationlaws of the State of Georgia, Per Share Series B Consideration unless and until such holder fails to perfect or Per Share Series C Consideration, as applicable, withdraws or otherwise loses such holder’s right to appraisal and payment under the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that ifGBCC. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the such holder’s right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, former Dissenting Shares held by such holder shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive receive, upon surrender as provided above, the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Parent (i) Merger Sub prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law GBCC and received by the Company relating Company, and Merger Sub shall have the right to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not make any payment with respect to, or settle or offer to settle, any such demands, except with the prior written consent of ParentMerger Sub, the Company shall such consent not (x) make any payment to be unreasonably withheld or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawdelayed.

Dissenting Shares. Notwithstanding Section 2.02any other provisions of this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders any stockholder who shall have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) shall not be canceled and converted into or represent the right to receive the Per Share Common Stock Merger Consideration; provided, Per Share Series B Consideration or Per Share Series C Considerationthat any such stockholder shall have demanded appraisal for such shares (collectively, the "Dissenting Shares") in writing to the Company by following the procedures set forth in Sections 85 through 98 of the MBCL (the "Statutory Appraisal Provisions"). Although the Statutory Appraisal Provisions do not apply to a merger between a Massachusetts corporation and a Massachusetts limited liability company as applicablea technical matter, the parties intend to confer upon the holders of Dissenting Shares the rights and remedies under the Statutory Appraisal Provisions on the same basis as if the Merger were between two Massachusetts corporations. Accordingly, the Statutory Appraisal Provisions are hereby incorporated by this reference and the holders thereof provisions of this Section 2.5 are irrevocable and not subject to termination, modification or amendment. Such stockholders instead shall be entitled to only receive payment of the appraised value of such shares of Common Stock held by them in accordance with the procedures set forth in the Statutory Appraisal Provisions, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock in accordance with the procedures set forth in the Statutory Appraisal Provisions shall thereupon be deemed to have been converted into and to have become exchangeable, as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses for the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicablereceive, without any interest thereon, the Per Share Merger Consideration upon surrender in the manner provided in Section 2.2 of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of Common Stock. The Company shall give Parent Acquisition LLC (i) prompt written notice of any demands for appraisal of shares of Company Capital Common Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawany such demands. Except with The Company shall not, without the prior written consent of ParentAcquisition LLC, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle, offer to settle or settle any such rights or approve any withdrawal of otherwise negotiate, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02For purposes of this Agreement, “Dissenting Shares” mean any shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a person who have has not voted such shares of Company Capital Stock in favor of the adoption of this Agreement and the Merger, has properly demanded appraisal for such shares in accordance with the DGCL and has not effectively withdrawn or forfeited such demand for appraisal. Notwithstanding anything to the contrary contained herein, Dissenting Shares will not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or consented thereto in writing and who are entitled withdraws or otherwise loses its rights to demand and appraisal or it is determined that such holder does not have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) shall not be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that ifDGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the its right to appraisal, or if it is determined that such holder’s holder does not have appraisal rights, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon will be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, without any interest thereon(if any). The Company shall will give Parent (i) prompt written notice of any demands received by Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the Delaware Law and such demands received by the Company. Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct shall control all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except with the prior written consent of Parentsuch demands, the provided, however, (i) Company shall not (x) make any payment keep Parent reasonably apprised of all material events, circumstances or other commitment changes with respect to any such exercise demand following the making thereof (ii) the Company will not, except with prior written consent of appraisal rightsParent (such consent not to be unreasonably withheld, (y) conditioned or delayed), make any payment with respect to, or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure unless and to timely deliver a written demand for appraisal or timely take any other action the extent required to perfect appraisal rights in accordance with Delaware Lawdo so under applicable Legal Requirements.

Dissenting Shares. (a) Notwithstanding Section 2.02anything in this Agreement to the contrary, any shares of Company Common Stock or Company Preferred Capital Stock that are issued and outstanding immediately prior to as of the Effective Time and which that are held by stockholders a stockholder who have not voted in favor has properly exercised his, her or its appraisal rights under Delaware Law or under Chapter 13 of the Merger or consented thereto in writing and who are entitled to demand and have properly exercisedCalifornia Corporations Code (the “CCC”), perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law if applicable (the “Dissenting Shares”) shall not be canceled and converted into the right to receive the Per Share Common Stock Considerationpayments set forth in Section 1.7 unless and until the holder thereof shall have failed to perfect, Per Share Series B Consideration or Per Share Series C Considerationshall have effectively withdrawn or lost, as his, her or its right to dissent from the First Merger under Delaware Law or under Chapter 13 of the CCC, if applicable, and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the holders thereof requirements of the Delaware Law or under Chapter 13 of the CCC, if applicable. Notwithstanding the foregoing, to the extent that Parent, the Surviving Entity or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any Losses (including reasonable out-of-pocket attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling in accordance with Article VII any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together, “Dissenting Share Payments”), Parent shall be entitled to only seek recovery under the terms of Section 7.2 hereof the amount by which such rights as are granted by Section 262 Dissenting Share Payments exceed the amounts otherwise payable hereunder to the holders of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated Dissenting Shares as if they such holders had been converted as waived all of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. The Company shall give Parent (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to their respective rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law dissent and (ii) the opportunity to participate in and direct all negotiations and proceedings appraisal rights with respect to demands for appraisal under Delaware Law. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware LawFirst Merger.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time and which are held by stockholders a Stockholder who have has not voted in favor of the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law, and who are entitled to demand and have has properly exercised, perfected and demanded their exercised its appraisal rights in accordance with Section 262 of Delaware Law respect to such shares (the “Dissenting Shares”) in accordance with Section 262 of the DGCL (the “Dissenters’ Rights Statute”) shall not be canceled and converted into a right to receive the applicable portion of the Merger Consideration, but shall instead have the rights set forth in the Dissenters’ Rights Statute unless such Stockholder subsequently withdraws its demand for appraisal or waives, fails to perfect or otherwise loses such Stockholder’s appraisal rights, if any (in which case such Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Common Stock applicable portion of the Merger Consideration). At the Effective Time, Per Share Series B Consideration or Per Share Series C ConsiderationStockholders holding Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under applicable Law and as applicable, and the holders thereof shall be entitled to only such rights as are granted by provided in this Section 262 of Delaware Law; provided, however, that if1.6. If, after the Effective Time, any such holder Stockholder fails to perfect or effectively withdraws or otherwise loses the any such right to appraisal, each such holder’s shares Dissenting Share of Company Common Stock or Company Preferred Stock, as applicable, such Stockholder shall thereupon be treated as if they a Share that had been converted as of the Effective Time into the right to receive the Per Share Common Stock applicable portion of the Merger Consideration, Per Share Series B Consideration or Per Share Series C Considerationwithout interest, as applicable, without any interest thereonin accordance with Section 1.7. The Company shall give Parent (i) prompt written notice of any demands for appraisal of shares of (x) the Company Capital Stock received by to purchase the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and Stockholder’s Shares for cash received by the Company relating or (y) appraisal received by the Company pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provisions of the Delaware Law DGCL and withdrawals or attempted withdrawals of any such demands, and (ii) prior to the Closing, the opportunity to participate in and, after the Closing, the right to direct and direct control all negotiations and proceedings with respect to demands for appraisal under Delaware Lawany such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of the Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle, offer to settle or settle any such rights or approve any withdrawal of otherwise negotiate, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.02‎3.1, shares of Company Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Starship Effective Time and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such Company Shares in accordance with Section 262 of Delaware Law the DGCL (such Company Shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Company Shares) shall not be canceled and converted into the a right to receive a portion of the Per Share Common Stock Company Stockholder Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and but instead shall entitle the holders holder thereof shall be entitled only to only such rights as are may be granted by under Section 262 of Delaware Lawthe DGCL; provided, however, that if, after the Starship Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s shares 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 Company Common Stock or Company Preferred Stock, as applicable, Shares shall thereupon be treated as if they had been converted as of the Starship Effective Time into the right to receive the Per Share Common Stock portion of the Company Stockholder Consideration, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicableto which such holder is entitled pursuant to Section ‎3.1, without any interest thereon. The Company shall give Parent (i) provide SPAC prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Company Shares, as provided in Section 262 any written withdrawal of any such demand and any other written demand, notice or instrument delivered to Company prior to the Delaware Law Starship Effective Time pursuant to the DGCL that relates to such demand, and (ii) SPAC shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of ParentSPAC, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02, Any holder of shares of Company Raven Common Stock or Company Raven Preferred Stock that are issued and outstanding immediately prior to the Effective Time and of Merger I with respect to which dissenters' rights, if any, are held available by stockholders reason of Merger I pursuant to Section 262 of Delaware Law and/or Chapter 13 of the California General Corporation Law (the "CGCL") who have has not voted in favor of the Merger I or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance complies with Section 262 of Delaware Law and/or Chapter 13 of the CGCL (the “"Dissenting Shares”") shall not be canceled and converted into the right entitled to receive any portion of the Per Share Common Stock ConsiderationMerger Consideration pursuant to this Article 1, Per Share Series B Consideration unless such holder fails to perfect, effectively withdraws or Per Share Series C Consideration, as applicable, and loses its dissenters' rights under Delaware Law and/or the holders thereof CGCL. Such holder shall be entitled to receive only such rights as are granted by under Section 262 of Delaware Law; provided, however, that if, after Law and/or Chapter 13 of the Effective Time, CGCL. If any such holder fails to perfect or perfect, effectively withdraws or otherwise loses such dissenters' rights under Delaware Law and/or the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred StockCGCL, as applicable, such Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time of Merger I into the right to receive the Per Share Merger Consideration to which such shares of Raven Common Stock Considerationor Raven Preferred Stock are entitled pursuant to this Article 1, Per Share Series B Consideration or Per Share Series C Consideration, as applicableif any, without any interest thereoninterest. The Company shall give Parent (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant Prior to the Delaware Law and received by the Company relating to rights to be paid the “fair value” Effective Time of Dissenting SharesMerger I, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except Raven shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive agree to do any failure of the foregoing. Any payments made with respect to timely deliver a written demand Dissenting Shares shall be made solely by the Surviving Entity, and no funds or other property have been or shall be provided by Parent, Merger Sub I or Merger Sub II for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawsuch payment.

Dissenting Shares. Notwithstanding Section 2.022.06, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.05(b)) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof 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 Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder’s holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Consideration in accordance with Section 2.05(a), Per Share Series B Consideration without interest thereon and subject to any withholding of Taxes required by Applicable Law in accordance with Section 2.11, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicable, without any interest thereonthe case may be. The Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law that relate to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under the applicable provisions of Delaware Law. Except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), or to the extent required by Applicable Law, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding If the stockholders of the Company are entitled to appraisal rights under Connecticut Law, then, notwithstanding Section 2.02, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b) and which are held by stockholders a holder who have has not voted in favor of the Merger approval of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware Connecticut Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Connecticut Law with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only payment of the appraised value of such rights as are granted by Section 262 of Delaware shares in accordance with Connecticut Law; provided, however, provided that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s right to appraisal pursuant to Connecticut Law, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Consideration in accordance with Section 2.02(a), Per Share Series B Consideration without interest thereon, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicable, without any interest thereonthe case may be. The Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Connecticut Law that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under Delaware LawConnecticut Law consistent with the obligations of the Company thereunder. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02any provision of this Agreement to the contrary, dissenting shares of the Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to as defined in the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Corporation Law (the “"Dissenting Shares”") shall not be canceled and converted into the right to receive the Per Share shares of Parent Common Stock Consideration, Per Share Series B Consideration at or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective TimeTime unless and until the holder of such Dissenting Shares withdraws his or her demand for payment of the fair value of such shares in accordance with the provisions of the Delaware Corporation Law or becomes ineligible for such payment. If a holder of Dissenting Shares shall withdraw his or her demand for payment of the fair value of such shares in accordance with the Delaware Corporation Law or shall become ineligible to receive such payment, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stockthen, as applicable, shall thereupon be treated as if they had been converted as of the later of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall be automatically converted into the right to receive the Per Share a corresponding number of shares of Parent Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonin accordance with the terms of this Agreement. The Company shall give the Parent (i) prompt written notice of any demands for appraisal notices of shares of Company Capital Stock received by the Company, attempted intent to assert dissenters' rights and to demand payment or withdrawals of such demands notices of intent to assert dissenters' rights and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shareswill not, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except except with the prior written consent of the Parent, the Company shall not (x) settle or compromise or offer to settle or compromise any such notices, voluntarily make any payment or other commitment with respect to any such exercise notice of appraisal rights, (y) offer intent to settle or settle any such rights demand payment for shares of Company Common Stock or approve any withdrawal of any such demandsnotice. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under the Delaware Corporation Law. This Section notwithstanding, in the event that one percent (1%) or (z) waive more of the outstanding shares of the Company are Dissenting Shares, the Company may, in its sole discretion, terminate this Agreement, in which event, this Agreement shall forthwith become void and of no further force and effect and the Parties shall be released from any failure to timely deliver a written demand and all obligations hereunder; provided, however, that nothing herein shall relieve any Party from liability for appraisal the breach of any of its representations, warranties, covenants or timely take any other action to perfect appraisal rights agreements set forth in accordance with Delaware Lawthis Agreement.

Dissenting Shares. Notwithstanding Section 2.023.02, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Stock canceled in accordance with Section 3.02(b)) and which are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only payment of the “fair value” of such rights as are granted by Section 262 of shares in accordance with Delaware Law; provided, however, provided that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s right to appraisal pursuant to Delaware Law, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock ConsiderationMerger Consideration in accordance with Section 3.02(a), Per Share Series B Consideration without interest thereon, upon surrender of such Certificate formerly representing such share or Per Share Series C Considerationtransfer of such Uncertificated Share, as applicablethe case may be, without any interest thereonin compliance with Section 3.03. The Company shall give provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyStock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity and right to participate in and direct control all negotiations and proceedings with respect to such demands for appraisal under Delaware LawLaw consistent with the obligations of the Company thereunder. Except Prior to the Effective Time, except with the prior written consent of ParentParent in its sole discretion, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands. At the Effective Time, the Dissenting Shares shall no longer be outstanding, and shall automatically be cancelled and shall cease to exist. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or (z) waive any failure to timely deliver other rights of an equity owner of the Surviving Company or of a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawstockholder of Parent.

Dissenting Shares. Notwithstanding Section 2.02any provision of this Agreement to the contrary, the shares of Company Common Stock any holder of PBC common stock or Company Preferred Stock that are issued PBC preferred stock who has demanded and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law or California Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (the “"Dissenting Shares”) "), shall not be canceled and converted into the or represent a right to receive the Per Share Common Stock ConsiderationCompany's common stock and cash pursuant hereto, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and but the holders holder thereof shall only be entitled to only such rights as are granted by Section 262 Delaware Law or California Law, as the case may be. Notwithstanding the foregoing, if any holder of shares of PBC common stock who demands appraisal of such shares under Delaware Law; provided, however, that if, after the Effective Time, any such holder fails law or California Law shall effectively withdraw or lose (through failure to perfect or effectively withdraws or otherwise loses otherwise) the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stockthen, as applicable, shall thereupon be treated as if they had been converted as of the later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, consideration as applicabledetermined in Section 1.2 herein by applying the applicable Exchange Ratio, without any interest thereon, upon surrender of the certificate representing such shares of PBC common stock or PBC preferred stock. The Company PBC shall give Parent the Company (i) prompt written notice of any written demands for appraisal of any shares of Company Capital Stock received by the CompanyPBC common stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the Delaware Law law and received by the Company relating PBC which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law any such demand for appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under Delaware LawCalifornia law. Except PBC shall not, except with the prior written consent of Parent, the Company shall not (x) or as may be required by applicable law, voluntarily make any payment or other commitment with respect to any such exercise demands for appraisal of appraisal rightsPBC common stock or PBC preferred stock, (y) as the case may be, or offer to settle or settle any such rights demands. Any payments made in respect of Dissenting Shares shall be made by PBC or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawthe Company as the case may be.

Dissenting Shares. Notwithstanding Section 2.02any provision of this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders holders of such shares of Company Common Stock who have not voted in favor as of the Merger or consented thereto in writing and who are entitled to demand and Effective Time have properly exercised, perfected and demanded their exercised appraisal rights with respect thereto (“Dissenting Common Stock”) in accordance with Section 262 of Delaware Washington Law (the “Dissenting Shares”) shall not be canceled and converted into exchangeable for the right to receive the Per Share Merger Consideration, and holders of such shares of Dissenting Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only receive payment of the appraised value of such shares of Dissenting Common Stock in accordance with the provisions of Washington Law unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights as are granted by Section 262 of Delaware to appraisal and payment under Washington Law; provided, however, that if. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisalsuch right, such holder’s shares of Company Dissenting Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of into, at the Effective Time into Time, the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. The Notwithstanding anything to the contrary contained in this Section 2.3, if this Agreement is terminated prior to the Effective Time, then the right of any Company Shareholder to be paid the fair value of such holder’s Dissenting Common Stock pursuant to Washington Law shall cease. Company shall give Parent (i) prompt written notice of any demands received by Company for appraisal appraisals of, or payment of the fair value for, shares of Company Capital Stock received by the CompanyDissenting Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the Delaware Washington Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Washington Law. Except Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) demands for appraisals or offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything to the contrary contained herein, any shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time of Merger I and which are held by stockholders a person who have has not voted in favor of the Merger I or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) shall not be canceled and converted into the right entitled to receive any portion of the Per Share Common Stock Series F Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any unless such holder fails to perfect or perfect, effectively withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with Delaware Law. If after the Effective Time of Merger I, such holder fails to perfect, effectively withdraws or otherwise loses its right to appraisal, or if it is determined that such holder’s holder does not have appraisal rights, such shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time of Merger I into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, merger consideration set forth in Section 1.6(a) hereof (if any) without any interest thereon. The Company shall give Parent (i) and Merger Sub I prompt written notice of any demands received by Company for appraisal of shares of Company Capital Stock received by shares, and Parent and Merger Sub I shall have the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under Delaware Lawexcept as required by applicable Legal Requirements. Except Prior to the Effective Time of Merger I, Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive agree to do any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawof the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.023.4, shares of capital stock of the Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 3.4(a)) and which are held by stockholders a holder who have has not voted in favor of adoption of this Agreement (including approval of the Merger Merger) or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares in accordance with Section 262 of Delaware the DGCL or Chapter 13 of the California General Corporation Law (to the extent applicable to the Company by virtue of Section 2115 thereof) (such shares, in either case, being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under applicable Law with respect to such shares) shall not be canceled and converted into the a right to receive a portion of the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only such rights as are granted by Section 262 of Delaware the DGCL or the California General Corporation Law, as applicable; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s shares right to appraisal pursuant to applicable Law or if a court of Company Common Stock competent jurisdiction shall determine that such holder is not entitled to the relief provided by the DGCL or Company Preferred Stockthe California General Corporation Law, as applicable, such shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock portion of the Merger Consideration, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicableto which such holder is entitled pursuant to Section 3.4, without any interest thereon. The Company shall give Parent (i) provide the Purchaser prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by capital stock of the Company, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware DGCL or the California General Corporation Law that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Purchaser shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of Parentthe Purchaser, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02any provision of this Agreement to the contrary, dissenting shares of the Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to as defined in the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Corporation Law (the “"Dissenting Shares”") shall not be canceled and converted into the right to receive the Per Share shares of Parent Common Stock Consideration, Per Share Series B Consideration at or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective TimeTime unless and until the holder of such Dissenting Shares withdraws his or her demand for payment of the fair value of such shares in accordance with the provisions of the Delaware Corporation Law or becomes ineligible for such payment. If a holder of Dissenting Shares shall withdraw his or her demand for payment of the fair value of such shares in accordance with the Delaware Corporation Law or shall become ineligible to receive such payment, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stockthen, as applicable, shall thereupon be treated as if they had been converted as of the later of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall be automatically converted into the right to receive the Per Share a corresponding number of shares of Parent Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonin accordance with the terms of this Agreement. The Company shall give the Parent (i) prompt written notice of any demands for appraisal notices of shares of Company Capital Stock received by the Company, attempted intent to assert dissenters' rights and to demand payment or withdrawals of such demands notices of intent to assert dissenters' rights and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shareswill not, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except except with the prior written consent of the Parent, the Company shall not (x) settle or compromise or offer to settle or compromise any such notices, voluntarily make any payment or other commitment with respect to any such exercise notice of appraisal rights, (y) offer intent to settle or settle any such rights demand payment for shares of Company Common Stock or approve any withdrawal of any such demandsnotice. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under the Delaware Corporation Law. This Section notwithstanding, in the event that five percent (5.0%) or (z) waive more of the outstanding shares of the Company are Dissenting Shares, the Company has the sole discretion to terminate this Agreement, which shall forthwith become void and of no further force and effect and the Parties shall be released from any failure to timely deliver a written demand and all obligations hereunder; provided, however, that nothing herein shall relieve any Party from liability for appraisal the breach of any of its representations, warranties, covenants or timely take any other action to perfect appraisal rights agreements set forth in accordance with Delaware Lawthis Agreement.

Dissenting Shares. Notwithstanding Section 2.02any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock or Company Preferred Stock that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders holders of such shares of Company Common Stock who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their exercised appraisal rights with respect thereto (the "Dissenting Common Stock") in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) DGCL, shall not be canceled and converted into exchangeable for the right to receive the Per Share Merger Consideration, and holders of such shares of Dissenting Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled only to only such dissenters rights as are granted by Section 262 of Delaware Law; provided, however, that ifthe DGCL unless and until such 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 effectively withdraws or otherwise loses the right to appraisalsuch right, such holder’s shares of Company Dissenting Common Stock or Company Preferred Stock, as applicable, shall thereupon automatically be treated as if they had been converted as of the Effective Time into and become exchangeable for the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.3, if 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 stockholder's Dissenting Common Stock pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent (i) give Parent prompt written notice of any demands received by the Company for appraisal appraisals of shares of Company Capital Stock received by the CompanyDissenting Common Stock, attempted withdrawals of such demands and any other instruments served upon the Company pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law DGCL and (ii) the opportunity use its best efforts to participate keep Parent informed of and to allow Parent to provide comments in and direct respect of all negotiations and proceedings with respect to demands for appraisal under Delaware Lawthe DGCL, and will not settle any such proceeding without Parent's written consent, which consent shall not be unreasonably withheld or delayed. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) demands for appraisals or offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.024.1, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock cancelled in accordance with Section 3.2(a)) and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand has properly exercised and have properly exercised, perfected and demanded their appraisal rights of such shares of Company Common Stock in accordance with Section 262 3-203 of Delaware Law the MGCL (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 loses such holder’s appraisal rights under the MGCL with respect to such shares) shall not be canceled and converted into the a right to receive a portion of the Per Share Common Stock ConsiderationMerger Consideration Shares, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only such rights as are granted by Section 262 Subtitle 2 of Delaware LawTitle 3 of the MGCL; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the right to appraisal, such holder’s shares right to appraisal pursuant to Subtitle 2 of Company Common Stock Title 3 of the MGCL or Company Preferred Stockif a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Subtitle 2 of Title 3 of the MGCL, as applicable, then such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B portion of the Merger Consideration or Per Share Series C Consideration, as applicableShares to which such holder is entitled pursuant to the applicable subsections of Section 3.1, without any interest thereon, upon surrender of the Company Stock Certificate or Company Stock Certificates representing such Dissenting Shares in accordance with Section 4.4. The Company shall give promptly provide Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Delaware Law MGCL that relates to such demand, and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02, (a) The shares of Company any holder of Target Common Stock or Company Preferred Stock that are issued who has demanded and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights for such shares in accordance with Section 262 of Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (the “"Dissenting Shares”) "), shall not be canceled and converted into the or represent a right to receive the Per Share Acquiror Common Stock Considerationpursuant to Section 1.6, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and but the holders holder thereof shall only be entitled to only such rights as are granted by Section 262 of Delaware Law; provided. (b) Notwithstanding the foregoing, however, that if, after if any holder of shares of Target Common Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right rights to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stockthen, as applicable, shall thereupon be treated as if they had been converted as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Per Share Acquiror Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicableStock, without any interest thereon, upon surrender of the certificate representing such shares. The Company (c) Target shall give Parent Acquiror (i) prompt written notice of any written demands for appraisal of any shares of Company Capital Stock received by the CompanyTarget Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the Delaware Law and received by the Company relating Target which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law any such demand for appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under Delaware Law. Except Target shall not, except with the prior written consent of ParentAcquiror or as may be required by applicable law, the Company shall not (x) voluntarily make any payment or other commitment with respect to any such exercise demands for appraisal of appraisal rights, (y) Acquiror Common Stock or offer to settle or settle any such rights or approve any withdrawal demands. (d) The above provisions of any such demands, or (z) waive any failure this Section 1.7 shall apply only to timely deliver a written demand for appraisal or timely take any other action to perfect the extent that appraisal rights in accordance with are required pursuant to Delaware Law.law, and shall not be construed to diminish the parties' obligations under Section 5.17. 1.8

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.022.3), shares of Company Common Stock or Company Preferred Stock that are issued and Shares outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing and who are is entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such Shares in accordance with with, and who complies in all respects with, Section 262 of Delaware Law the DGCL (such Shares, the “Dissenting Shares”) shall not be canceled and converted into the right to receive the Per Share Common Stock Merger Consideration. At the Effective Time, Per Share Series B Consideration or Per Share Series C Consideration, as applicableall Dissenting Shares shall be cancelled and cease to exist, and the holders thereof of Dissenting Shares shall only be entitled to only such the rights as are granted by to them under Section 262 of Delaware Law; provided, however, that if, after the Effective Time, DGCL. If the Merger is completed and any such holder fails to perfect or effectively otherwise waives, withdraws or otherwise loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to appraisalbe paid the fair value of such Dissenting Shares in accordance with and as set forth in Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time Time, into and shall be exchangeable solely for the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without interest and subject to any interest thereonwithholding of Taxes required by applicable Law. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands Shares and any other instruments served pursuant to the Delaware Law DGCL and received by the Company relating to rights to be paid the “fair value” value of Dissenting Shares, as provided in Section 262 of and Parent shall have the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not (x) voluntarily make any payment or other commitment with respect to to, or settle or compromise, any such exercise of appraisal rightsdemands, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive agree to do any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawof the foregoing.

Dissenting Shares. Notwithstanding Section 2.02, shares Each share of Company Common Stock or Company Preferred Stock that are is issued and outstanding immediately prior to the Effective Time and which are that is held by stockholders a holder who have has not voted such share in favor of the Merger or consented thereto Merger, who shall have delivered a written demand for appraisal of such share in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of the manner provided by Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (the “each such share, a "Dissenting Shares”Share") shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the . The holders thereof shall be entitled only to only such rights as are granted by Section 262 of the Delaware Law ("Section 262"). Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 shall receive payment therefor from the Surviving Corporation in accordance with Delaware Law; provided, however, that if(i) if any such holder of Dissenting Shares shall have failed to establish his or her entitlement to appraisal rights as provided in Section 262, after (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his or her demand for appraisal of such shares or lost his or her right to appraisal and payment for shares under Section 262 or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262, such holder shall forfeit the right to appraisal of such shares and each such share shall be treated as if it had been converted, as of the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon, from the Surviving Corporation. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by Common Stock, and Parent shall have the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Stockholders who have complied with all the requirements for perfecting appraisal rights, as required under the DGCL, shall be entitled to their appraisal rights under the DGCL with respect to such shares (“Dissenting Shares”). Notwithstanding Section 2.02anything to the contrary herein, shares (a) if any holder of Company Common Stock Dissenting Shares shall effectively withdraw or Company Preferred Stock that are issued and outstanding immediately prior lose (through failure to perfect or otherwise) such holder’s appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the Merger Consideration to which are held by stockholders who have not voted in favor such holder is then entitled under this Agreement, without interest thereon and upon surrender of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights certificate representing such shares in accordance with this Agreement together with any other documents required under Section 262 of Delaware Law 1.6.4 and (b) any Dissenting Shares held by a Stockholder who has perfected such Stockholder’s appraisal rights for such shares in accordance with the “Dissenting Shares”) DGCL shall not be canceled and converted into the right to receive any portion of the Per Share Common Stock ConsiderationMerger Consideration pursuant to Section 1.6.1 (including any portion of the Escrow Amount). In determining the value of Dissenting Shares, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, appropriate reductions and the holders thereof deferrals shall be entitled applied to only such rights as are granted reflect the withholding by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as Parent of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonEscrow Amount. The Company shall give provide to Parent (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock or purchase received by the Company, attempted withdrawals of such demands demands, and any other instruments related to such demands served pursuant to in accordance with the Delaware Law DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under Delaware Lawthe DGCL. Except The Company shall not, except with the prior written consent of Parent, or as otherwise required under the Company shall not (x) DGCL, voluntarily make any payment or other commitment offer to make any payment with respect to, or settle or offer to settle, any such Claim or demand in respect of any Dissenting Shares. Subject to Section 7.2, the payment of consideration under this Agreement to the Stockholders (other than in respect of Dissenting Shares, which shall be treated as provided in this Section 1.6.3 and under the DGCL) shall not be affected by the exercise or potential exercise of appraisal rights, (y) offer to settle or settle rights under the DGCL by any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware LawStockholder.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a shareholder who have has not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance has complied with Section 262 applicable provisions of Delaware Law the MBCA (the “Dissenting Shares”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration unless such shareholder fails to perfect or Per Share Series C Considerationwithdraws or otherwise loses his, as applicableher or its right to appraisal. From and after the Effective Time, and a shareholder who has properly exercised such appraisal rights shall not have any rights of a shareholder of Company or the holders thereof Surviving Entity with respect to shares of Company Common Stock, except those provided under applicable provisions of the MBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to only such rights as are granted receive payment of the appraised value of each share of Company Common Stock held by Section 262 him in accordance with the applicable provisions of Delaware Law; providedthe MBCA, however, that ifunless, after the Effective Time, any such holder shareholder fails to perfect or effectively withdraws or otherwise loses the his, her or its right to appraisal, in which case such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon, upon surrender of his, her or its Certificates pursuant to Section 2.06. The Company shall give Parent (i) Buyer prompt written notice of any written demands for appraisal of shares of Company Capital Stock received by the Companyappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the Delaware applicable Law and received by the Company relating to shareholders’ rights of appraisal. Buyer shall have the right to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all discussions, negotiations and proceedings with respect to any such demands for appraisal under Delaware Lawappraisal. Except Company shall not, except with the prior written consent of ParentBuyer, the voluntarily make, or offer to make, any payment with respect to, or settle or offer to settle, any such demand for appraisal. Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the MBCA. Any payments made in accordance with Delaware Lawrespect of Dissenting Shares shall be made by Buyer as the Surviving Entity.

Dissenting Shares. Notwithstanding Section 2.02, shares any provision of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior this Agreement to the Effective Time contrary and which are to the extent available under the DGCL, Shares held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are any stockholder entitled to demand and have who properly exercised, perfected and demanded their demands the appraisal rights in accordance with Section 262 of Delaware Law for such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Appraisal Statute”) shall not be canceled converted into, or represent the right to receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of the Appraisal Statute; provided, that, all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn or lost such stockholder’s rights to appraisal of such Shares under the Appraisal Statute shall thereupon be deemed to have been converted into, and converted into to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon, upon surrender in the manner provided in Section 3.02 of the Certificate or Certificates that formerly evidenced such Shares. The Company shall give Parent (i) prompt written notice of any demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 of and Parent shall have the Delaware Law and (ii) the opportunity right to participate in all negotiations and proceedings with respect to such demands. Except to the extent required by applicable Law, prior to the Effective Time, the Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) and following the Effective Time, the Surviving Corporation shall have the power to direct all negotiations and proceedings with respect to demands received by the Company for appraisal under Delaware Law. Except with rights and shall have the prior written consent of Parentsole power to settle, the Company shall not (x) make any payment payments with respect to, or other commitment offer to settle, any claim with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware LawDissenting Shares.

Dissenting Shares. Notwithstanding Section 2.02any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and with respect to which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have holder thereof has properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”) ), shall not be canceled and converted into the or represent a right to receive the Per Share Common applicable consideration for Company Capital Stock Considerationset forth in Section 1.6(b)(i), Per Share Series B Consideration Section 1.6(b)(ii) or Per Share Series C ConsiderationSection 1.6(b)(iii), as applicable, and but the holders holder thereof shall only be entitled to only such rights as are granted provided by Section 262 of Delaware Law; provided. Notwithstanding the provisions of this Section 1.6(b)(v), however, that if, after the Effective Time, if any such holder fails of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or effectively withdraws or otherwise loses otherwise) such holder’s appraisal rights under Delaware Law, then, as of the right to appraisallater of the Effective Time and the occurrence of such event, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon automatically be treated as if they had been converted as of the Effective Time into and represent only the right to receive receive, upon surrender of the Per Share Common certificate representing such shares, upon the terms set forth in this Section 1.6 and throughout this Agreement (including the escrow holdback and indemnification provisions of this Agreement), the consideration for Company Capital Stock Considerationset forth in Section 1.6(b)(i), Per Share Series B Consideration Section 1.6(b)(ii) or Per Share Series C ConsiderationSection 1.6(b)(iii), as applicable, without any interest thereon. The Company shall give Parent (i) prompt written notice of any demands written demand for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating pursuant to rights to be paid the “fair value” applicable provisions of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsdemands, (y) or offer to settle or settle any such rights or approve any withdrawal of any such demands, in any case unless such payment or settlement (zA) waive any failure is paid by the Company in full prior to timely deliver a written demand for appraisal or timely take Closing (and, therefore, fully reflected in the calculation of Closing Cash hereunder), (B) only involves the payment of cash prior to the Closing and does not involve any other non-monetary remedy, and (C) includes as a condition thereto an unconditional, irrevocable and full release of any and all appraisal, dissenters’ or other similar claims, causes of action to perfect appraisal and rights in accordance with Delaware Law(and all related matters) under all applicable Legal Requirements against the Company and its Subsidiaries and Parent and its Affiliates.

Dissenting Shares. Notwithstanding If, in connection with the Merger, holders of Company Capital Stock are entitled to dissenters’ rights pursuant to the DGCL, any Dissenting Shares shall not be converted into a right to receive cash as provided in Section 2.022.01(b), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, pursuant to the provisions of the DGCL, becomes entitled to 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). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its dissenters’ rights as to its shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded any Dissenting Shares shall otherwise lose their appraisal rights in accordance with Section 262 of Delaware Law (the “status as Dissenting Shares”) , then any such shares shall not immediately be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicableconsideration issuable pursuant to Article II in respect of such shares had such shares never been Dissenting Shares, and Parent shall issue and deliver to the holders thereof shall be entitled to only such rights holder thereof, at (or as are granted by promptly as reasonably practicable after) the applicable time or times specified in Section 262 of Delaware Law; provided7.02, however, that if, after following the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as satisfaction of the Effective Time into applicable conditions set forth in Section 7.02, the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicablecash, without any interest thereon, to which such Company Stockholder would have been entitled under Section 2.01(b) with respect to such shares, subject to the provisions of Section 2.03 (regarding the withholding of the Escrow Cash). The Company shall give Parent prompt notice (iand in no event more than two business days) prompt written notice of any demands demand received by the Company for appraisal of shares of Company Capital Stock received by the Companyor notice of exercise of a Company Stockholder’s dissenters’ rights. The Company agrees that, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings except with respect to demands for appraisal under Delaware Law. Except with the Parent’s prior written consent of Parentconsent, the Company it shall not (x) voluntarily make any payment or other commitment offer to make any payment with respect to, or settle or offer to settle, any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.exercise of dissenters’ rights. ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER, SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, AND CONTINUING COVENANTS

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a shareholder who have has not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance has complied with Section 262 applicable provisions of Delaware Law the FBCA (the “Dissenting Shares”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration unless such shareholder fails to perfect or Per Share Series C Considerationwithdraws or otherwise loses his, as applicableher or its right to appraisal. From and after the Effective Time, and a shareholder who has properly exercised such appraisal rights shall not have any rights of a shareholder of Company or the holders thereof Surviving Entity with respect to shares of Company Common Stock, except those provided under applicable provisions of the FBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to only such rights as are granted receive payment of the appraised value of each share of Company Common Stock held by Section 262 him in accordance with the applicable provisions of Delaware Law; providedthe FBCA, however, that ifunless, after the Effective Time, any such holder shareholder fails to perfect or effectively withdraws or otherwise loses the his, her or its right to appraisal, in which case such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon, upon surrender of his, her or its Certificates pursuant to Section 2.06. The Company shall give Parent (i) Buyer prompt written notice of any written demands for appraisal of shares of Company Capital Stock received by the Companyappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the Delaware applicable Law and received by the Company relating to shareholders’ rights of appraisal. Buyer shall have the right to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all discussions, negotiations and proceedings with respect to any such demands for appraisal under Delaware Lawappraisal. Except Company shall not, except with the prior written consent of ParentBuyer, the voluntarily make, or offer to make, any payment with respect to, or settle or offer to settle, any such demand for appraisal. Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the FBCA. Any payments made in accordance with Delaware Lawrespect of Dissenting Shares shall be made by Buyer as the Surviving Entity.

Dissenting Shares. Notwithstanding Section 2.02any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and with respect to which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have holder thereof has properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”) ), shall not be canceled and converted into the or represent a right to receive the Per Share Common applicable consideration for Company Capital Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and set forth in Section 1.6(b)(i) but the holders holder thereof shall only be entitled to only such rights as are granted provided by Section 262 of Delaware Law; provided. Notwithstanding the provisions of this Section 1.6(b)(iii), however, that if, after the Effective Time, if any such holder fails of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or effectively withdraws or otherwise loses otherwise) such holder’s appraisal rights under Delaware Law, then, as of the right to appraisallater of the Effective Time and the occurrence of such event, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon automatically be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Per Share Common receive, upon delivery of a properly executed Letter of Transmittal and surrender of such holder’s Company Stock ConsiderationCertificate, Per Share Series B Consideration or Per Share Series C Consideration, as if applicable, representing such shares, upon the terms set forth in this Section 1.6 and throughout this Agreement (including the indemnification and holdback provisions set forth in this Agreement), the consideration for Company Capital Stock set forth in Section 1.6(b)(i) without any interest thereon. The Prior to the Closing, the Company shall give Parent (i) prompt written notice and a copy of any demands written demand for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating and/or any of its Affiliates pursuant to rights to be paid the “fair value” applicable provisions of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. Except with After the prior Closing, Parent shall give the Representative prompt notice of any written consent demand for appraisal received by Parent and/or any of Parentits Affiliates (including the Surviving Corporation) pursuant to the applicable provisions of Delaware Law. Neither Parent nor any of its Affiliates (including the Surviving Corporation), on the Company one hand, nor the Representative, on the other hand, shall not (x) make or cause to be made any payment or other commitment with respect to any such exercise of appraisal rights, (y) demands or offer to settle or settle any such rights demands without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or approve delayed. After the Closing, any withdrawal communication to be made by Parent and/or any of its Affiliates (including the Surviving Corporation), on the one hand, and the Representative, on the other hand, to any such demandsdemanding Stockholder with respect to such demands shall be submitted to the other party in advance and shall not be presented to any such demanding Stockholder prior to such Person receiving the other party’s written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, from and after such time that the Indemnifying Parties no longer have indemnification obligations pursuant to Section 7.2(a)(iv), none of Parent or its Affiliates (zincluding the Surviving Corporation) waive shall have any failure obligation to timely deliver a written demand for appraisal notify, communicate with or timely take any other action otherwise seek the approval of the Representative, and no approval of the Representative shall be required, pursuant to perfect appraisal rights in accordance with Delaware Lawthis Section 1.6(b)(iii).

Dissenting Shares. Notwithstanding Section 2.02any provision of this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that Shares which are issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 3.1(b)) and which are held by stockholders holders who shall have not voted in favor complied with the provisions of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law the DGCL (the “"Dissenting Shares”") shall not be canceled and converted into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof of such Dissenting Shares shall only be entitled to only receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until the applicable holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder's rights as are granted to receive payment of the fair value of such holder's Shares under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of Delaware Law; provided, however, that ifthe DGCL. If, after the Effective Time, any such holder fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the right to appraisalappraisal provided by Section 262 of the DGCL, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of at the Effective Time into the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon. The Company shall give Parent (i) prompt written notice of any written demands for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and Shares received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in under Section 262 of the Delaware Law DGCL, any withdrawal of any such demand and (ii) any other written demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to DGCL that relates to such demand, and shall give Parent the opportunity to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of demands for appraisal rights, (y) or offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company any Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have timely delivers to the Company such holder’s notice of intent to demand payment for such holder’s shares if the Merger is effected, thereafter does not voted vote in favor of the Merger or consented consent thereto in writing and who are entitled to demand and have otherwise properly exercised, perfected and demanded their demands appraisal rights for such Common Stock or Preferred Stock in accordance with Section 262 of Delaware Law the ABCA (the “Dissenting Shares”) shall not be canceled and converted into the a right to receive the Per Share Common Stock ConsiderationMerger Consideration at the Effective Time in accordance with Section 2.5(a) hereof, Per Share Series B Consideration but shall represent and become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the Laws of the State of Arkansas, unless and until such holder fails to perfect or Per Share Series C Consideration, as applicable, withdraws or otherwise loses such holder’s right to appraisal and payment under the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that ifABCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the such holder’s right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, former Dissenting Shares held by such holder shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive receive, upon surrender as provided above, the Per Share Common Stock Consideration, Per Share Series B Merger Consideration or Per Share Series C Consideration, as applicable, without any interest thereonin accordance with Section 2.5(a). The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law ABCA and received by the Company, and the Company relating shall have the right to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not make any payment with respect to, or settle or offer to settle, any such demands, except with the prior written consent of ParentMerger Sub, the Company shall such consent not (x) make any payment to be unreasonably withheld or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawdelayed.

Dissenting Shares. Notwithstanding Section 2.022.03(a), shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are any Outstanding Shares held by stockholders a Shareholder who have has not voted in favor of the Merger approval of this Agreement and the transactions contemplated hereby (including the Merger) or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and has demanded their appraisal rights for the Outstanding Shares held by such Shareholder in accordance with Section 262 of Delaware California Law (the “Dissenting Shares”) shall not be canceled and converted into the a right to receive any portion of the Per Share Common Stock Consideration, Per Share Series B Merger Consideration unless such Shareholder thereafter waives or Per Share Series C Consideration, as applicableotherwise loses its dissenters’ rights, and the holders Shareholder thereof shall be entitled only to only such rights as are granted provided by Section 262 of Delaware Law; provided, however, that ifCalifornia law. If, after the Effective Time, any such holder fails to perfect or effectively withdraws Shareholder waives or otherwise loses the right its dissenters’ rights to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Outstanding Shares shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive the Per Share Common Stock Consideration, Per Share Series B portion of the Merger Consideration or Per Share Series C Consideration, applicable thereto (as applicableand when paid in accordance with this Agreement) in accordance with this Article 2, without any interest thereoninterest, and shall be deemed not to be Dissenting Shares. The Company shall give Parent (i) prompt written notice of any dissenters’ demands for appraisal of shares of Company Capital Stock payment received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to Parent shall have the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or offer to settle, settle or settle hold any such rights or approve any withdrawal of discussions with respect to, any such demands. Following the Effective Time, except with the prior written consent of the Shareholder Representative, neither the Surviving Corporation nor Parent shall make any payment with respect to, or offer to settle, settle or hold any discussions with respect to, any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (zi) waive makes any failure to timely deliver a written demand for appraisal payment or timely take payments in respect of any other action to perfect appraisal rights Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Delaware Lawthis Agreement or (ii) incurs any other costs or expenses, (including specifically, but without limitation, reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together “Dissenting Share Payments”), then (A) to the extent such Dissenting Share Payments are paid or incurred prior to the Effective Time (“Pre-Closing Dissenting Share Payments”), they shall be deducted from the Merger Consideration (as provided in the definition thereof) and (B) to the extent such Dissenting Share Payments are paid or incurred after the Effective Time (“Post-Closing Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Section 9.02 hereof.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.023, shares of Company Common Stock or Company Preferred Stock that are CPHR common stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their exercised appraisal rights of such shares of CPHR common stock in accordance with Section 262 Part 2 of Delaware Law Article 113 of the CBCA (such shares being referred to collectively as the “Dissenting Shares”"DISSENTING SHARES" until such time as such holder fails to perfect or otherwise loses such holder's appraisal rights under the CBCA with respect to such shares) shall not be canceled and converted into the a right to receive the Per Share shares of Canna Delaware Common Stock ConsiderationStock, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead shall be entitled to only such rights as are granted by Section 262 0-000-000 of Delaware Lawthe CBCA; providedPROVIDED, howeverHOWEVER, that if, after the Effective Time, any such holder fails to perfect or effectively perfect, withdraws or otherwise loses the such holder's right to appraisalappraisal pursuant to Section 0-000-000 of the CBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 0-000-000 of the CBCA, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, CPHR common stock shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Canna Delaware Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicablein accordance with Section 3, without any interest thereon, upon surrender of such certificates formerly representing such shares pursuant to Section 3 of this Agreement. The Company CPHR shall give Parent (i) provide Canna Delaware prompt written notice of any demands received by CPHR for appraisal of shares CPHR common shares, any withdrawal of Company Capital Stock received by the Company, attempted withdrawals of any such demands demand and any other instruments served demand, notice or instrument delivered to CPHR prior to the Effective Time pursuant to the CBCA that relates to such demand, and Canna Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with the prior written consent of ParentCanna Delaware, the Company CPHR shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02If, shares in connection with the Merger, holders of Company Common Capital Stock or Company Preferred Stock that are issued shall have demanded and outstanding immediately prior perfected appraisal rights pursuant to the Effective Time and which are held by stockholders who have not voted in favor Section 262 of Delaware Law, none of such Dissenting Shares shall be converted into a right to receive a portion of the Merger Consideration or consented thereto in writing and who are entitled any other amount payable with respect to demand and have properly exercised, perfected and demanded their appraisal rights such Company Capital Stock in accordance with Section 262 2.1(c), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with Delaware Law (but only after the “value therefor shall have been agreed upon or finally determined pursuant to Delaware Law). In the event that any holder of Company Capital Stock fails to make an effective demand for payment or fails to perfect its appraisal rights as to its shares of Company Capital Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares”) , then any such shares shall not immediately be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, consideration issuable pursuant to Article II in respect of such shares as applicableif such shares never been Dissenting Shares, and Parent shall issue and deliver to the holders thereof shall be entitled to only such rights holder thereof, at (or as are granted by promptly as reasonably practicable after) the applicable time or times specified in Section 262 of Delaware Law; provided2.5, however, that if, after following the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as satisfaction of the Effective Time into applicable conditions set forth in Section 2.5, the right portion of the Merger Consideration and any other amounts, to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonwhich such Company Stockholder would have been entitled under Section 2.1(c) with respect to such shares. The Company shall give Parent (i) prompt written notice of any demands demand received by the Company for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the accordance with Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal rights under Delaware Lawsuch law. Except The Company agrees that, except with the Parent’s prior written consent of Parentconsent, the Company it shall not (x) voluntarily make any payment or other commitment offer to make any payment with respect to, or settle or offer to settle, any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawrights.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders any shareholder of record who have not voted in favor of the Merger or consented thereto in writing and who are is entitled to demand and have properly exerciseddemands appraisal of such shares pursuant to, perfected and demanded their appraisal rights who complies in all respects with, the CCC ("Dissenting Shares") shall not be converted into or represent a right to Merger Consideration as provided in Section 1.7(b) but rather shall be Dissenting Shares. Holders of Dissenting Shares shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Section 262 1300 of Delaware Law (the “Dissenting Shares”) shall not be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware LawCCC; provided, however, that if, after the Effective Time, if any such holder fails to perfect shall waive, withdraw or effectively withdraws or otherwise loses lose the right to appraisalappraisal under the CCC, then the right of such holder to be paid the fair market value of such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, 's Dissenting Shares shall thereupon 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 to have become exchangeable solely for the right to receive receive, the Per Share Common Stock Considerationapplicable Merger Consideration as provided in Section 1.7(b), Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonwhich shall be paid to such holder of Dissenting Shares from the Dissenters Holdback. The Company shall give prompt notice to Parent (i) prompt written notice of any demands received by Company for appraisal of any shares of Company Capital Stock received by the capital stock of Company, attempted withdrawals of such demands and any other instruments served pursuant to Parent shall have the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing. Notwithstanding the foregoing, to the extent that Parent or the Company (zi) waive makes any failure payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 1.7(b) or (ii) incurs any other costs or expenses (including specifically, but without limitation, attorneys' fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (other than payments for such shares) (together "Dissenting Share Payments"), Parent shall be indemnified under the terms of Article VIII for the amount of such Dissenting Share Payments; provided, however, that the Indemnification Representative shall have the right to timely deliver a written contest, negotiate or settle any demand for appraisal or timely take any other action of Dissenting Shares through counsel of his own selection, reasonably satisfactory to perfect appraisal rights Parent and solely at the Indemnification Representative's own cost and expense, as though such demand were a Third Party Claim, in accordance with Delaware Law.Section 8.4(b); and provided, further, that any and all Dissenting Share Payments shall be considered a Loss for purposes of the right of contribution set forth in Section 8.2(a). 1.10

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, any shares of Company Common Stock or Company Preferred Stock that are ("Dissenting Shares") issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder (a "Dissenting Shareholder") who have has not voted in favor of the Merger or consented thereto in writing and who has dissented in accordance with Chapter 13 of the CGCL as well as any shares of Company Common Stock ("Potential Dissenting Shares") held by a holder (a "Potential Dissenting Shareholder") that are entitled not voted in favor of the Merger but that have not dissented in accordance with Chapter 13 of the CGCL, shall not be converted into a right to demand and have properly exercised, perfected and demanded their appraisal rights receive the Merger Consideration in accordance with Section 262 of Delaware Law (the “Dissenting Shares”) 2.1, but shall not be canceled represent and converted into become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder or Potential Dissenting Shareholder pursuant to the Per Share Common Stock Considerationlaws of the State of California, Per Share Series B Consideration unless and until such holder fails to perfect or Per Share Series C Consideration, as applicable, and withdraws or otherwise loses such holder's right to dissent under Chapter 13 of the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that ifCGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the such holder's right to appraisaldissent, such holder’s shares of Company Common Stock former Dissenting Shares or Company Preferred Stock, as applicable, Potential Dissenting Shares held by such holder shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive receive, upon surrender as provided above, such holder's ratable portion of the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest or dividends thereon, in accordance with Section 2.1. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law CGCL and received by the Company relating to rights to be paid Company, and Parent shall have the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company Parent (which consent shall not (xbe unreasonably withheld or delayed) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and with respect to which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have holder thereof has properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law or Chapter 13 of the California corporations code (the “"California Code"), and who has not effectively withdrawn or lost such holder's appraisal rights under Delaware Law or the California Code (collectively, the "Dissenting Shares”) "), shall not be canceled and converted into the or represent a right to receive the Per Share Common applicable consideration for Company Capital Stock Considerationset forth in Section 1.6(e)(i), Per Share Series B Consideration but the holder thereof shall only be entitled to such rights as are provided by applicable law. Notwithstanding the provisions of this Section 1.6(e)(iii), if any holder of Dissenting Shares shall effectively withdraw or Per Share Series C Considerationlose (through failure to perfect or otherwise) such holder's appraisal rights under Delaware Law or the California Code, as applicable, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stockthen, as applicable, shall thereupon be treated as if they had been converted as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive receive, upon surrender of the Per Share Common certificate representing such shares, upon the terms set forth in this Section 1.6(e)(iii) and throughout this Agreement (including the escrow holdback and indemnification provisions of this Agreement), the consideration for Company Capital Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicableset forth in Section 1.6(e)(i), without any interest thereon. The Company shall give Parent (iA) prompt written notice of any demands written demand for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating pursuant to rights to be paid the “fair value” applicable provisions of Dissenting Shares, as provided in Section 262 of the Delaware Law or the California Code and (iiB) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) demands or offer to settle or settle any such rights demands. Any communication to be made by the Company to any Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Stockholder prior to the Company receiving Parent's written consent, not to be unreasonably withheld or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawdelayed.

Dissenting Shares. Notwithstanding Section 2.02, shares of Company Common Stock or Company Preferred Stock that are issued and outstanding immediately prior anything in this Agreement to the Effective Time and which are contrary, Company Shares held by stockholders holders thereof who have not voted such Company Shares in favor of the adoption of this Agreement and the Merger or consented thereto in writing and who are entitled with respect to demand which dissenters’ rights shall have been properly exercised and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of Delaware Law the DGCL (the “Dissenting Shares”) , with such holders thereof referred to herein as, the “Dissenting Stockholders”), shall not be canceled and converted into or represent the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicableconsideration which the holders of Outstanding Company Shares are entitled to receive pursuant to Section 4.1, and the holders thereof of such Dissenting Shares shall be entitled to receive only such rights as are granted the payment provided for by Section 262 of Delaware Law; providedthe DGCL, however, that ifunless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to demand payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisalsuch right, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Dissenting Shares shall thereupon cease to be treated as if they had “Dissenting Shares” and shall be deemed to have been converted into and have become exchangeable for, as of the Effective Time into Time, as described in Section 4.1, the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicableconsideration set forth in such provisions, without any interest thereon. The Company shall give Parent (i) EFX prompt written notice of any demands for appraisal payment for Dissenting Shares pursuant to Section 262 of shares of Company Capital Stock the DGCL received by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the Delaware Law DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and EFX shall direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawpayment pursuant to Section 262 of the DGCL. Except Company shall not, except with the prior written consent of ParentEFX or as otherwise required by applicable law, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rights, (y) demands for payment or offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding If, in connection with the Merger, holders of Company Capital Stock are entitled to dissenters' rights pursuant to California Law, any Dissenting Shares shall not be converted into a right to receive cash as provided in Section 2.022.1(b), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Each holder of Dissenting Shares who, pursuant to the provisions of California Law, becomes entitled to payment of the fair market value of such shares shall receive payment therefor in accordance with California Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to California Law). In the event that any Company Shareholder fails to make an effective demand for payment or fails to perfect its dissenters' rights as to its shares of Company Common Capital Stock or Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercised, perfected and demanded any Dissenting Shares shall otherwise lose their appraisal rights in accordance with Section 262 of Delaware Law (the “status as Dissenting Shares”) , then any such shares shall not immediately be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicableconsideration issuable pursuant to Article 2 in respect of such shares had such shares never been Dissenting Shares, and Acquiror shall issue and deliver to the holders thereof shall be entitled to only such rights holder thereof, at (or as are granted by promptly as reasonably practicable after) the applicable time or times specified in Section 262 of Delaware Law; provided7.2, however, that if, after following the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as satisfaction of the Effective Time into applicable conditions set forth in Section 7.2, the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicablecash, without any interest thereon, to which such Company Shareholder would have been entitled under Section 2.1(b) with respect to such shares, subject to the provisions of Section 2.1(e) (regarding the continuation of vesting and repurchase rights) and Section 2.3 (regarding the withholding of the Escrow Cash). The Company shall give Parent Acquiror prompt notice (iand in no event more than two business days) prompt written notice of any demands demand received by the Company for appraisal of shares of Company Capital Stock received by or notice of exercise of a Company Shareholder's dissenters' rights, and Acquiror shall have the Company, attempted withdrawals of such demands and any other instruments served pursuant right to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity to participate in and direct control all negotiations and proceedings with respect to demands for appraisal under Delaware Lawany such demand. Except The Company agrees that, except with the Acquiror's prior written consent of Parentconsent, the Company it shall not (x) voluntarily make any payment or other commitment offer to make any payment with respect to, or settle or offer to settle, any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawexercise of dissenters' rights.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company any Common Stock or Company Preferred Stock that are Shares issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing (a “Dissenting Stockholder”) and who are entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such Common Shares in accordance with Section 262 of Delaware Law the DGCL (the each, a “Dissenting Shares”) shall not be canceled and converted into a right to receive the Merger Consideration at the Effective Time in accordance with Section 2.01(a) hereof, but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Per Share Common Stock ConsiderationLaws of the State of Delaware, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, unless and the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law; provided, however, that if, after the Effective Time, any until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If a Dissenting Stockholder fails to perfect appraisal rights in accordance with the DGCL, or if such holder withdraws or otherwise loses such holder’s right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, former Dissenting Shares held by such holder shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive receive, upon surrender as provided above, the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the CompanyCommon Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law DGCL and received by the Company relating to rights to be paid Company, and Parent shall have the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct and, after the Effective Time, to direct, all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of ParentParent or as required under the DGCL, the Company shall not (x) make any payment or other commitment with respect to any such exercise of demands for appraisal rights, (y) or offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, the Shares (other than shares of Company Common Stock or Company Preferred Stock that are issued to be cancelled in accordance with Sections 1.7(b) and 1.7(c)) outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who are entitled to demand and have has properly exercised, perfected and demanded their appraisal rights for such shares in accordance with Section 262 of the Delaware Law and Chapter 13 of the California Corporations Code (the “California Law”) (“Dissenting Shares”) ), shall not be canceled and converted into or be exchangeable for the right to receive such Stockholder’s applicable portion of the Per Share Common Stock Consideration, Per Share Series B Merger Consideration unless and until such holder fails to perfect or Per Share Series C Consideration, as applicable, withdraws or otherwise loses his right to appraisal and payment under the holders thereof shall be entitled to only such rights as are granted by Section 262 of Delaware Law and California Law; provided, however, that if. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the his right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Dissenting Shares shall thereupon be treated as if they had have been converted as of the Effective Time into the right to receive such Stockholder’s portion of the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Considerationif any, as applicableto which such holder is entitled in accordance with Section 1.7 hereof, without any interest thereoninterest. The Company shall give Parent Purchaser (i) reasonably prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware California Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of ParentPurchaser, the Company shall not (x) make any payment with respect to, or other commitment settle or offer to settle, such demands. Any communication to be made by the Company to any Stockholder with respect to such demands shall be submitted to Purchaser in advance and shall not be presented to any such exercise of appraisal rightsStockholder prior to the Company receiving Purchaser’s consent. Notwithstanding anything to the contrary contained herein, to the extent that Purchaser, the Surviving Corporation or the Company (yi) offer to settle makes any payment or settle any such rights or approve any withdrawal payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights Shares in accordance with Delaware Lawthis Agreement or (ii) any Damages (including reasonable attorneys’ and consultants’ fees, costs and expenses and including any such reasonable fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Excess Dissenting Share Payments”), Purchaser shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms, and subject to the limitations, of Article IX hereof.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares of Company Common Stock or Company Preferred Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a shareholder who have did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who are is entitled to demand and have properly exercised, perfected and demanded their demands appraisal rights in accordance with Section 262 of Delaware Law such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 351.455 of the Missouri Law (the “Dissenting Shareholders”), shall not be canceled and converted into or be exchangeable for the right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the holders thereof but instead such holder shall be entitled only to only such rights as are granted by accorded under Section 262 351.455 of Delaware Law; provided, however, that if, after the Missouri Law (and at the Effective Time, any such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder fails shall cease to have any rights with respect thereto, except the rights set forth in Section 351.455 of the Missouri Law), unless and until such holder shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses the lost its right to appraisalappraisal under the Missouri Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Shares shall thereupon be treated as if they had been converted into the right to receive, as of the Effective Time into the right to receive Time, the Per Share Common Stock ConsiderationMerger Consideration for each such Share, Per Share Series B Consideration or Per Share Series C Consideration, as applicablein accordance with Section 3.1, without any interest thereoninterest. The Company shall give Parent (i) prompt written notice of any demands demand for appraisal of shares of Company Capital Stock received by the Companyappraisal, attempted withdrawals withdrawal of such demands demand, and any other instruments instrument served pursuant to the Delaware Law and Applicable Laws that are received by the Company relating to Company shareholders’ rights to be paid of appraisal. Parent shall have the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal by Company shareholders under Delaware the Missouri Law. Except The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld, the Company shall not (x) delayed or conditioned), voluntarily make any payment or other commitment with respect to any such exercise of appraisal rightsdemand for appraisal, (y) offer to settle or settle any such rights demand or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawdemand.

Dissenting Shares. Notwithstanding Section 2.02anything in this Agreement to the contrary, shares any share of Company Common Stock or Company Preferred Capital Stock that are is issued and outstanding immediately prior to the Effective Time and which are is held by stockholders a stockholder who have did not voted consent to or vote in favor of the Merger or consented thereto in writing and who are entitled to demand and have properly exercisedapproval of this Agreement, perfected and demanded their appraisal rights in accordance which stockholder complies with Section 262 all of the provisions of Delaware Law relevant to the exercise of dissenters’ rights (the such share being a “Dissenting SharesShare,” and such stockholder being a “Dissenting Stockholder”) ), shall not be canceled and converted into the right to receive the Per Share Common Stock Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and consideration to which the holders thereof holder of such share would be entitled pursuant to Section 2.6 but rather 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 Share pursuant to Delaware Law; provided, however, that if, after the Effective Time, . If any such holder Dissenting Stockholder fails to perfect such stockholder’s dissenters’ rights under Delaware Law or effectively withdraws or otherwise loses the right such rights with respect to appraisalany Dissenting Shares, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, Dissenting Shares shall thereupon automatically be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Common Stock Considerationconsideration referred to in Section 2.6, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereonpursuant to the exchange procedures set forth in Section 2.7. The Company shall give Parent (ia) prompt written notice of any demands demand for appraisal payment of the fair value of any shares of Company Capital Stock received by the Company, or any attempted withdrawals withdrawal of any such demands demand for payment and any other instruments instrument served pursuant to the Delaware Law and received by the Company relating to any stockholder’s dissenters’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal payment under Delaware Law. Except The Company will not voluntarily make any payment with respect to any demand for appraisal with respect to any Dissenting Shares without the prior written consent of Parent, the Company which consent shall not (x) make any payment be unreasonably conditioned, withheld or other commitment with respect to any such exercise of appraisal rights, (y) offer to settle or settle any such rights or approve any withdrawal of any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Lawdelayed.

Dissenting Shares. Notwithstanding Section 2.02, shares Each share of Company Common Stock or Company Preferred Stock that are is issued and outstanding immediately prior to the Effective Time and which are that is held by stockholders a holder who have has not voted such share in favor of the Merger or consented thereto Merger, who shall have delivered a written demand for appraisal of such share in writing and who are entitled to demand and have properly exercised, perfected and demanded their appraisal rights in accordance with Section 262 of the manner provided by Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (the each such share, a “Dissenting SharesShare”) shall not be canceled and converted into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, and the . The holders thereof shall be entitled only to only such rights as are granted by Section 262 of the Delaware Law (“Section 262”). Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 shall receive payment therefor from the Surviving Corporation in accordance with Delaware Law; provided, however, that if(i) if any such holder of Dissenting Shares shall have failed to establish his or her entitlement to appraisal rights as provided in Section 262, after (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his or her demand for appraisal of such shares or lost his or her right to appraisal and payment for shares under Section 262 or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262, such holder shall forfeit the right to appraisal of such shares and each such share shall be treated as if it had been converted, as of the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal, such holder’s shares of Company Common Stock or Company Preferred Stock, as applicable, shall thereupon be treated as if they had been converted as of the Effective Time into the a right to receive the Per Share Common Stock Merger Consideration, Per Share Series B Consideration or Per Share Series C Consideration, as applicable, without any interest thereon, from the Surviving Corporation. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock received by Common Stock, and Parent shall have the Company, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Delaware Law and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Delaware Lawsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment or other commitment with respect to any such exercise of appraisal rightsto, (y) or settle or offer to settle or settle any such rights or approve any withdrawal of settle, any such demands, or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.