Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Any Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not consented to the Merger in writing and who shall have properly delivered a written demand for appraisal of such shares in accordance with Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn such demand or otherwise lost their appraisal rights (the "Dissenting Shares Shares") shall not be converted into or represent the right to receive from Cash Consideration. Such stockholders shall be entitled to have such shares of Common Stock held by them appraised in accordance with the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 provisions of Section 262 of the CGCL; providedDGCL, however, Shares except that are all Dissenting Shares at the Effective Time of the Merger and are held by a holder stockholders who shall, after the Effective Time shall have failed to perfect or shall have effectively withdrawn or otherwise lost their right to appraisal of the Merger, withdraw his demand for appraisal or lose his right such shares of appraisal as provided in the Chapter 13 of the CGCL, Common Stock under such Section 262 shall thereupon be deemed to be convertedhave been converted into and to have become exchangeable for, as of the Effective Time of the MergerTime, into the right to receive receive, without any interest thereon, the Merger Shares Cash Consideration therefor, upon surrender in accordance with Section 2.08(b) of the procedures specified in Section 2.3Stock Certificate or Stock Certificates that formerly evidenced such shares of Common Stock. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal received by the Company, withdrawals of demands for appraisal appraisal, and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLDGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle make any payment with respect to any demands for appraisal, or offer to settle settle, or settle, any such demandsdemand for appraisal rights. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationARTICLE III.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Company Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger (or consented thereto in writing) and who is entitled to demand and has properly exercised and perfected his or her demand for appraisal of such Company Shares pursuant to Section 262 of the DGCL (“Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, but holders of such Dissenting Shares shall be entitled to receive such consideration as may shall be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 Section 262 of the CGCLDGCL; provided, however, Shares that are Dissenting Shares at if any such holder fails to perfect or withdraws or loses any such right to appraisal under the Effective Time DGCL, each such Company Share of the Merger and are held by a such holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall thereupon be deemed to be converted, as of the Effective Time of the Merger, converted into the right to receive the Merger Shares Consideration in accordance with the procedures specified Section 2.1, without interest thereon, upon surrender of a Certificate or Book-Entry Share in accordance with Section 2.32.2. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of (A) demands for appraisal and of any Company Shares, (B) attempted withdrawals of such demands or (C) other demand, notice or any other instruments served pursuant instrument delivered to Chapter 13 of the CGCL received by the Company relating to rights to appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLany such demand, notice or instrument. The Company will shall not voluntarily make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal and will notsuch demand, except with the notice or instrument unless Parent shall have given its prior written consent of Parent, settle to such payment or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationsettlement offer.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything in this Agreement to the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, howevercontrary, Shares that which are Dissenting Shares at outstanding immediately prior to the Effective Time of the Merger and which are held by a holder who shall, after the Effective Time has not voted in favor of the MergerMerger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Section 262 of the DGCL ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration pursuant to Section 2.8, but the holders of Dissenting Shares shall instead be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall withdraw his demand for appraisal or lose his such holder's right of appraisal as provided in and payment under the Chapter 13 of the CGCLDGCL, such holder's Shares shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified Consideration, without interest thereon, as provided in Section 2.32.8, and such Shares shall no longer be Dissenting Shares. The Company shall give Parent (i) and Purchaser prompt notice of any written demands received by the Company for appraisal of Shares, and of any withdrawals of demands for appraisal, withdrawals or of demands for appraisal and any other instruments served pursuant to Chapter 13 Section 262 of the CGCL DGCL and received by the Company Company. Prior to the Effective Time, Parent and (ii) Purchaser shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under Chapter 13 of appraisal. Prior to the CGCL. The Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of ParentParent and Purchaser, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood Each holder of Dissenting Shares shall have only such rights and agreed that the obligation remedies as are granted to make any payment such holder under Chapter 13 Section 262 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationDGCL.

Dissenting Shares. Any Dissenting Shares Notwithstanding anything in this AGREEMENT to the contrary, the FTFC common shares which are outstanding immediately before the BKFC EFFECTIVE TIME and which are held by shareholders who shall not have voted such shares in favor of this AGREEMENT, who shall have delivered to BKFC or FTFC a written demand for appraisal of such shares in the manner provided in Section 1701.85 of the ORC and who shall have otherwise complied fully with all of the requirements of Section 1701.85 of the ORC shall not be converted into or be exchangeable for the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLprovided in this AGREEMENT; provided, however, Shares that are Dissenting Shares at (a) each of such shares (herein referred to as the Effective Time "DISSENTING SHARES") shall nevertheless be cancelled and extinguished in accordance with this AGREEMENT; (b) the holder of DISSENTING SHARES, upon full compliance with the requirements of Section 1701.85 of the Merger and are held by a holder who shallORC, after the Effective Time shall be entitled to payment of the Merger, appraised value of such shares in accordance with the provisions of Section 1701.85 of the ORC; and (c) in the event (i) any holder of DISSENTING SHARES shall subsequently withdraw his such holder's demand for appraisal of such shares within sixty days after the BKFC EFFECTIVE TIME or lose his right shall fail to establish such holder's entitlement to appraisal rights in accordance with Section 1701.85 of appraisal as the ORC, or (ii) any holder of DISSENTING SHARES has not filed a petition demanding a determination of the value of such shares within the period provided in the Chapter 13 Section 1701.85 of the CGCLORC, such holder shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to be converted, as of the Effective Time of the Merger, have been converted into and to have become exchangeable for the right to receive the Merger Shares consideration provided in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationthis AGREEMENT.

Dissenting Shares. Any Notwithstanding anything to the contrary herein, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to, and has properly exercised and perfected his, her or its demand for, appraisal rights under Section 262 of the DGCL (the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as may shall be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 Section 262 of the CGCLDGCL; provided, however, Shares that are Dissenting Shares at the Effective Time if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her right to appraisal and payment under Section 262 of the Merger and are held by a holder who shallDGCL (whether occurring before, at or after the Effective Time Time), such holder’s shares of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, Company Common Stock shall thereupon be deemed to be converted, have been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent (ia) prompt notice of any written demands for appraisalappraisal filed pursuant to Section 262 of the DGCL received by the Company, written withdrawals of such demands for appraisal and any other instruments served or delivered in connection with such demands pursuant to Chapter 13 of the CGCL DGCL and received by the Company and (iib) the opportunity and right to direct participate in all material negotiations and proceedings with Third Parties with respect to demands for appraisal under Chapter 13 made pursuant to Section 262 of the CGCLDGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle or (i) make any payment with respect to any such demand, (ii) offer to settle or settle any such demands. It is understood and agreed that demand or (iii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationDGCL.

Dissenting Shares. Any Notwithstanding Section 2.1, any shares of Company Common Stock or, in the event appraisal rights are available under the DGCL, Series B Preferred Stock that are issued and outstanding immediately prior to the Effective Time and held by any holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares pursuant to, and has complied in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a Consideration, unless such holder who shallfails to perfect or 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 Effective Time of the MergerTime, withdraw his demand for such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal or lose his right of appraisal as provided rights, such shares (and, in the Chapter 13 case of the CGCLCompany Common Stock, associated Company Rights) shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration without interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under Chapter 13 of the CGCLexcept as required by applicable Law. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood , unless and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation extent required to enable it to perform and discharge any such obligationdo so under applicable Law.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything herein to the right contrary in this Agreement, shares of LIN Common Stock outstanding immediately prior to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time has not voted in favor of the Merger, withdraw his demand for Merger or consented thereto and who properly demands in writing appraisal or lose his right of appraisal as provided such shares of LIN Common Stock in the Chapter 13 accordance with Section 262 of the CGCLDelaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be deemed to be converted, as of the Effective Time of the Merger, converted into or represent the right to receive the Merger Shares Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of LIN Common Stock held by them in accordance with the procedures specified provisions of Section 262 of the Delaware Code, 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 securities under Section 262 shall thereupon be deemed to have been converted into, as of the Effective Time, the right to receive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. LIN shall take all actions required to be taken by it in accordance with Section 2.3262(d) of the Delaware Code with respect to the holders of LIN Common Stock. The Company LIN shall give Parent (i) to Chancellor prompt written notice of any written demands for appraisalappraisal received by it, withdrawals of demands for appraisal such demands, and any other instruments served pursuant to Chapter 13 of the CGCL Delaware law and received by it, and Chancellor shall have the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.right to

Dissenting Shares. Any Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such shares (such shares being referred to collectively as the “Dissenting Shares Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s dissenters’ rights under applicable Law with respect to such shares) in accordance with Sections 607.1301 through 607.1340 of the FBCA (the “Appraisal Statutes”) shall not be converted into the a right to receive from a portion of the Surviving Corporation Merger Consideration but instead shall be entitled to payment of such consideration as may be determined to be due in accordance with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLAppraisal Statutes; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Effective Time Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the Mergerrelief provided by the Appraisal Statutes, withdraw his demand for appraisal or lose his right such shares of appraisal as provided in the Chapter 13 of the CGCL, Company Capital Stock shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive a portion of the Merger Shares Consideration in accordance with the procedures specified in Section 2.33.01(b), without interest thereon, upon surrender of such shares of Company Capital Stock. The Company shall give Parent (i) prompt notice to First Foundation of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal, of any withdrawals of such demands, and (ii) of any other documents or instruments received by the opportunity Company related to the foregoing, and First Foundation shall direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of the CGCL. The Company will not voluntarily First Foundation, make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parent, or settle or compromise or offer to settle or compromise, any such demands. It is understood and agreed that the obligation demand, or agree to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationappraisal demands.

Dissenting Shares. Any Shares that have not been voted for adoption of this Agreement and with respect to which appraisal shall have been properly demanded in accordance with Section 262 of the DGCL (“Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, Consideration at or after the Effective Time unless and until the holder of the Merger, withdraw such Shares withdraws his demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw (in accordance with Section 262(k) of the DGCL) his demand for such appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCLshall become ineligible for such appraisal, shall be deemed to be convertedthen, as of the Effective Time or the occurrence of the Mergersuch event, whichever last occurs, each of such holder’s Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of Shares, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will shall not voluntarily make any payment payments with respect to to, or compromise or settle, any demands demand for appraisal and will not, except with without the prior written consent of Parent. Each holder of Dissenting Shares who becomes entitled, settle or offer pursuant to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 provisions of Section 262 of the CGCL DGCL, to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL shall be exclusively that of receive payment thereof from the Surviving Corporation and that Parent such Dissenting Shares shall no longer be under no obligation outstanding and shall automatically be cancelled and retired and shall cease to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationexist.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, each Dissenting Shares Share shall not be converted into the a right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 applicable portion of the CGCLApplicable Per-Share Merger Consideration, but instead shall be entitled to only such rights as are granted by the DGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Effective Time Time, such holder waives, withdraws, or loses such holder’s right to appraisal pursuant to the applicable provisions of the MergerDGCL, withdraw his demand for appraisal or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in by the Chapter 13 applicable provisions of the CGCLDGCL, such Company Shares shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Applicable Per-Share Merger Shares Consideration in accordance with the procedures specified in Section 2.34.1 without interest thereon, upon surrender and transfer of such shares. The Company shall give Parent (i) provide the SPAC prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of any Company Shares, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the CGCLCompany prior to the Effective Time that relates to such demand. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of Parentthe SPAC (which consent shall not be unreasonably conditioned, settle withheld, delayed or denied), the Company shall not make any payment with respect to, or settle, or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything in this Agreement to the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, howevercontrary, Shares that which are Dissenting Shares at outstanding immediately prior to the Effective Time of the Merger and which are held by a holder who shall, after the Effective Time has not voted in favor of the MergerMerger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with Section 262 of the DGCL ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration pursuant to Section 2.8, but the holders of Dissenting Shares shall instead be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall withdraw his demand for appraisal or lose his such holder's right of appraisal as provided in and payment under the Chapter 13 of the CGCLDGCL, such holder's Shares shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified Consideration, without interest thereon, as provided in Section 2.32.8, and such Shares shall no longer be Dissenting Shares. The Company shall give Parent (i) and Purchaser prompt notice of any written demands received by the Company for appraisal of Shares, and of any withdrawals of demands for appraisal, withdrawals or of demands for appraisal and any other instruments served pursuant to Chapter 13 Section 262 of the CGCL DGCL and received by the Company Company. Prior to the Effective Time, Parent and (ii) Purchaser shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under Chapter 13 of appraisal. Prior to the CGCL. The Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of ParentXxxxxx and Purchaser, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood Each holder of Dissenting Shares shall have only such rights and agreed that the obligation remedies as are granted to make any payment such holder under Chapter 13 Section 262 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.DGCL. 2.10

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who have not voted such Shares in favor of the approval and adoption of this Agreement and who shall have delivered a written demand for appraisal of such shares in the manner provided in Section 262 of the Delaware GCL ("Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, but the holders of such consideration as may Shares shall be determined entitled to be due with respect to each such Dissenting Share pursuant to Chapter 13 payment of the CGCLappraised value of such Shares in accordance with the provisions of Section 262 of the Delaware GCL; provided, however, Shares that are (i) if any holder of Dissenting Shares at shall subsequently deliver a written withdrawal of such holder's demand for appraisal of such shares (with the Effective Time written approval of the Merger and are held by a holder who shallSurviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time of the MergerTime), withdraw his demand for or (ii) if any holder fails to perfect or loses such holder's appraisal or lose his right of appraisal rights as provided in the Chapter 13 Section 262 of the CGCLDelaware GCL, or (iii) if any holder of Dissenting Shares fails to demand payment within the time period provided in Section 262 of the Delaware GCL, such holder shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to be convertedhave been converted into, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration, without any interest thereon. The Company shall give Parent (i) Acquisition prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of Shares, and the CGCL. The Company will not voluntarily shall not, except with the written consent of Acquisition, make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parent, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into the a right to receive from the Surviving Corporation Merger Consideration, but instead shall be entitled to only such consideration rights as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 are granted by Section 262 of the CGCLDGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Effective Time Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the Merger, withdraw his demand for appraisal DGCL or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in the Chapter 13 by Section 262 of the CGCLDGCL, such shares of Company Common Stock shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with Section 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the procedures specified in Section 2.3case may be. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and (ii) any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands and any other Proceeding brought against the Company by a current or former equityholder related to the transactions contemplated hereby, including those that take place prior to the Effective Time, except for appraisal under Chapter 13 any claims for breach of duty, any commercial claims or any claims which are not brought primarily by a stockholder of the CGCLCompany to enforce its rights under Section 262 of the DGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to Company shall not make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.any

Dissenting Shares. Any Notwithstanding anything to the contrary contained in this Agreement, any holder of Company Common Stock who shall be entitled to be paid the “fair value” of such holder’s Dissenting Shares, as provided in Section 262 of the DGCL, shall not be entitled to the consideration to which such holder would otherwise have been entitled pursuant to Sections 2.1 and 3.1, unless and until such holder shall have failed to perfect or withdrawn or lost such holder’s rights under Section 262 of the DGCL, and shall be entitled to receive only such payment as is provided for by Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall no longer be converted into outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation fair value of such consideration as may be determined to be due shares in accordance with respect to each such Dissenting Share pursuant to Chapter 13 the provisions of Section 262 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallDGCL. If, after the Effective Time of the MergerTime, withdraw his such dissenting stockholder withdraws such stockholder’s demand for appraisal or lose his fails to perfect or otherwise loses such stockholder’s right of appraisal as provided appraisal, in any case pursuant to the Chapter 13 DGCL, such stockholder’s shares of the CGCL, Company Common Stock shall be deemed to be converted, converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration, without interest. The Company shall give Parent Purchaser (i) prompt notice of any written demands for appraisal, withdrawals appraisal of demands for appraisal and any other instruments served pursuant to Chapter 13 shares of the CGCL Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 any such demands. Prior to the Effective Date, the Company shall not, without the prior written consent of the CGCL. The Company will not voluntarily Purchaser, make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parentor settle, settle or offer to settle or otherwise negotiate, any such demands. It is understood and agreed that the obligation , or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Notwithstanding Section 2.6 or any other provision of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand appraisal and who has properly exercised and perfected a demand for appraisal of such Shares in accordance with Section 262 of 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 (any such Shares, “Dissenting Shares Shares”) shall not be converted into the a right to receive from the Surviving Corporation Merger Consideration but instead shall be entitled only to such consideration rights as may be determined are granted by the DGCL to be due with respect to each such a holder of Dissenting Share pursuant to Chapter 13 of the CGCLShares; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallthat, if, after the Effective Time Time, such holder fails to perfect, withdraws, waives or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the Merger, withdraw his demand for appraisal DGCL or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in the Chapter 13 by Section 262 of the CGCLDGCL, such Shares shall immediately cease to be Dissenting Shares and shall be deemed to be converted, treated as if they had been Shares converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with the procedures specified in Section 2.32.5(a), without interest thereon, upon surrender of such Certificate formerly representing such Shares. The Company shall give provide Parent (i) with prompt written notice and copies of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of any Shares, any withdrawal of any such demand and (ii) any other demand, notice and/or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct and control all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLany such demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of Parent, settle the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting Shares (a) Notwithstanding anything in this AGREEMENT to the contrary, the MFFC common shares which are outstanding immediately before the BFOH EFFECTIVE TIME and which are held by shareholders who shall not have voted such shares in favor of this AGREEMENT, who shall have delivered to BFOH or MFFC a written demand for appraisal of such shares in the manner provided in Section 1701.85 of the ORC and who shall have otherwise complied fully with all of the requirements of Section 1701.85 of the ORC shall not be converted into or be exchangeable for the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLprovided in this AGREEMENT; provided, however, Shares that are Dissenting Shares at (a) each of such shares (herein referred to as the Effective Time "DISSENTING SHARES") shall nevertheless be cancelled and extinguished in accordance with this AGREEMENT; (b) the holder of DISSENTING SHARES, upon full compliance with the requirements of Section 1701.85 of the Merger and are held by a holder who shallORC, after the Effective Time shall be entitled to payment of the Merger, appraised value of such shares in accordance with the provisions of Section 1701.85 of the ORC; and (c) in the event (i) any holder of DISSENTING SHARES shall subsequently withdraw his such holder's demand for appraisal of such shares within sixty days after the BFOH EFFECTIVE TIME or lose his right shall fail to establish such holder's entitlement to appraisal rights in accordance with Section 1701.85 of appraisal as the ORC, or (ii) any holder of DISSENTING SHARES has not filed a petition demanding a determination of the value of such shares within the period provided in the Chapter 13 Section 1701.85 of the CGCLORC, such holder shall forfeit the right to appraisal of such shares and such shares shall thereupon be deemed to be converted, as of the Effective Time of the Merger, have been converted into and to have become exchangeable for the right to receive the Merger Shares consideration provided in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationthis AGREEMENT.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Company Common Stock in accordance with the requirements of Section 262 of the DGCL (the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of relevant Merger Consideration and the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, holders thereof shall be deemed entitled to only such rights as are granted by the DGCL, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal, in which case such shares of Company Common Stock shall be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the relevant Merger Shares in accordance with the procedures specified Consideration, as set forth in Section 2.33.1, without any interest thereon. The Company shall give Parent (i) Acquiror prompt notice of any written demands received by Company for appraisalappraisal of shares of Company Common Stock, withdrawals of demands for appraisal such demands, and any other instruments or documents served pursuant to Chapter 13 of the CGCL DGCL and received by the Company, and Company and (ii) shall give Acquiror the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of ParentAcquiror, settle Company shall not make any payment with respect to, or offer to settle or settle, any such demands. It is understood and agreed that Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the obligation to make any payment under Chapter 13 provisions of Section 262 of the CGCL shall be exclusively that of DGCL, will receive payment thereof from the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital as of the Surviving Corporation Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to enable it to perform and discharge any such obligationexist.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything to the right contrary in this Agreement, shares of Capstar Class B Common Stock and Capstar Class C Common Stock outstanding immediately prior to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time has not voted in favor of the MergerMerger or consented thereto and who properly demands in writing appraisal of such shares of Capstar Class B Common Stock and Capstar Class C Common Stock, withdraw his demand for appraisal or lose his right of appraisal as provided the case may be, in the Chapter 13 accordance with Section 262 of the CGCLDelaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be deemed to be converted, as of the Effective Time of the Merger, converted into or represent the right to receive the Merger Shares Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Capstar Class B Common Stock and Capstar Class C Common Stock, as the case may be, held by them in accordance with the procedures specified in provisions of Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 262 of the CGCL received Delaware Code, 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 securities under Section 262 shall thereupon be deemed to have been converted into, as of the Company and (iiEffective Time, the right to receive, without any interest thereon, the Merger Consideration, upon surrender in the manner provided in this Article I of the certificate or certificates that formerly represented such securities. Capstar shall take all actions required to be taken by it in accordance with Section 262(d) of the opportunity to direct all negotiations and proceedings Delaware Code with respect to demands for appraisal under Chapter 13 the holders of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal Capstar Class B Common Stock and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationCapstar Class C Common Stock.

Dissenting Shares. Any Dissenting Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of TiVo Common Stock that are outstanding immediately prior to the TiVo Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive from the TiVo Merger Consideration as provided in Section 2.2, but rather the holders of Appraisal Shares shall be entitled to payment by the TiVo Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL“fair value” of such Appraisal Shares in accordance with Section 262; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a if any such holder who shall, after the Effective Time of the Mergershall fail to perfect or otherwise shall waive, withdraw his demand for appraisal or lose his the right to appraisal under Section 262, then the right of appraisal as provided in such holder to be paid the Chapter 13 fair value of the CGCL, such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to be converted, have been converted as of the TiVo Effective Time into, and to have become exchangeable solely for, the TiVo Merger Consideration as provided in Section 2.2(b). TiVo shall serve prompt notice to Rovi of the Mergerany demands received by TiVo for appraisal of any shares of TiVo Common Stock, into and Rovi shall have the right to receive the Merger Shares participate in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings Proceedings with respect to demands for appraisal under Chapter 13 such demands. Prior to the TiVo Effective Time, TiVo shall not, without the prior written consent of the CGCL. The Company will not voluntarily Rovi, make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parent, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation , or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders who shall have complied with the provisions of Chapter 10, Subchapter H of the TBOC (the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each applicable Per Share Merger Consideration, and holders of such Dissenting Share pursuant Shares shall be entitled to Chapter 13 receive payment of the CGCL; provided, however, Shares that are fair value of such Dissenting Shares in accordance with the provisions of Chapter 10, Subchapter H of the TBOC, unless and until the applicable holder fails to comply with the provisions of Chapter 10, Subchapter H of the TBOC or effectively withdraws or otherwise loses such holder’s rights to receive payment of the fair value of such holder’s Shares under Chapter 10, Subchapter H of the TBOC. If, after the Effective Time, any such holder fails to comply with the provisions of Chapter 10, Subchapter H of the TBOC or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the applicable Per Share Merger Shares in accordance with the procedures specified in Section 2.3Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals appraisal of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL Shares received by the Company under Chapter 10, Subchapter H of the TBOC, and (ii) shall give Parent the opportunity to direct all participate in negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time that are held by stockholders (i) who shall have neither voted for approval and adoption of this Agreement and the Merger nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL ("Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such Shares fails to perfect, withdraws or otherwise loses such holder's right to appraisal. If a holder of Dissenting Shares shall withdraw (in accordance with Section 262(k) of the DGCL) his or her demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallConsideration, after without interest thereon in the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as manner provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.32.07 hereof. The Company or the Surviving Corporation, as the case may be, shall give Parent (ia) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 Section 262 of the CGCL DGCL and received by the Company and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLappraisal. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at owned immediately prior to the Effective Time by any holder that is entitled to appraisal rights under Section 262 of the Merger Delaware Law and are held by a holder who shall, after the Effective Time of the Merger, withdraw his has properly exercised its demand for appraisal or lose his right of appraisal as such Shares in the time and manner provided in the Chapter 13 Section 262 of the CGCL, shall be deemed to be convertedDelaware Law and, as of the Effective Time of the MergerTime, has neither effectively withdrawn nor lost or forfeited its rights to such appraisal under Delaware Law (such shares, “Dissenting Shares”), shall not be canceled or converted into the right to receive the Merger Consideration, but instead shall, by virtue of the Merger, be canceled and converted into the right to receive only such consideration as shall be determined pursuant to Section 262 of Delaware Law; provided that, in the event that a holder of Dissenting Shares fails to perfect, withdraws, loses or forfeits its right to appraisal of such Dissenting Shares under Section 262 of Delaware Law, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such Dissenting Shares shall cease to be Dissenting Shares and, effective as of the Effective Time, shall automatically be canceled and converted into the right to receive the Merger Consideration in accordance with the procedures specified in Section 2.33.05. The Company shall give Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands demand for appraisal of Dissenting Shares (and of any other instruments served pursuant to Chapter 13 withdrawal of the CGCL received such a demand) promptly upon receipt by the Company of the same, and (ii) Parent shall have the opportunity right to direct and control all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.negotiations

Dissenting Shares. Any Dissenting Notwithstanding Section 2.02, Shares outstanding as of immediately prior to the Effective Time (other than such Shares converted or canceled, as applicable, pursuant to Section 2.02(b) or Section 2.02(c)) and held by a holder who did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and is entitled to demand and has properly exercised appraisal rights in respect of such Shares in accordance with Section 262 of the DGCL shall not be converted into the a right to receive from the Surviving Corporation Merger Consideration but instead shall be entitled to payment for such consideration as may be Shares determined to be due in accordance with respect to each such Dissenting Share pursuant to Chapter 13 Section 262 of the CGCLDGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Effective Time Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the MergerDGCL, withdraw his demand for appraisal or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in the Chapter 13 by Section 262 of the CGCLDGCL, such Shares shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with Section 2.02(a), without interest thereon, upon surrender of such Certificate formerly representing such Shares or transfer of such Uncertificated Shares, as the procedures specified case may be, in accordance with Section 2.32.03. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisalappraisal of any Shares, of any withdrawals of such demands for appraisal and of any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company relating to Section 262 of the DGCL, and (ii) Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of such demands. Prior to the CGCL. The Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands. It is understood and agreed that the obligation demand or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who have not voted in favor of the adoption of this Agreement and approval of the Merger or consented thereto in writing and who have properly exercised their right to dissent from the Merger in accordance with, and shall have complied with all other applicable requirements of, Section 262 of the DGCL (the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation Merger Consideration at or after the Effective Time, but instead shall become the right to receive such consideration as may be determined to be due with respect to each the holder of such Dissenting Share Shares pursuant to Chapter 13 of the CGCLDGCL, less any required withholding taxes; provided, however, Shares that are any Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal and payment under Section 262 of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, DGCL shall thereupon be deemed to be converted, as of the Effective Time of the Merger, have been converted into the right to receive the Merger Consideration, without interest thereon and less any required withholding taxes, and shall no longer be considered Dissenting Shares. Any holder of Dissenting Shares in accordance with who becomes entitled to payment for such holder’s Company Common Stock pursuant to Section 262 of the procedures specified in Section 2.3DGCL shall receive payment therefor only from the Surviving Corporation. The Company shall give Parent (i) the Purchaser prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares, and (ii) the opportunity Purchaser shall have the right to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of Parentthe Purchaser or as may otherwise be required by applicable law, the Company shall not make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who demands in writing appraisal for such Shares in accordance with Section 262 of the GCL, if such Section 262 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares Shares"), shall not be converted into the right to receive from the Surviving Corporation such Merger Price as provided in Section 2.07 but shall be entitled to receive the consideration as may shall be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 Section 262 of GCL, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallGCL. If, after the Effective Time of the MergerTime, withdraw his demand for appraisal any such holder fails to perfect or lose withdraws or loses his right of appraisal to appraisal, such Dissenting Shares shall thereupon be treated as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Price, if any, to which such holder is entitled, without interest or dividends thereon. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisalappraisal of Shares, withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL GCL and received by the Company and (ii) and, prior to the opportunity Effective Time, Parent shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of such demands. Prior to the CGCL. The Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any (a) Notwithstanding anything to the contrary contained in this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to appraisal rights under Section 302A.471 of the MBCA, and who has properly exercised and perfected his or her demand for appraisal rights under Section 302A.473 of the MBCA (the “Dissenter’s Rights”), shall not be converted into or represent a right to receive the Merger Consideration as provided in Section 3.1(b), but instead the holders of such Dissenting Shares shall be converted into entitled to the right payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with its Dissenter’s Rights. In such case, at the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to receive from the Surviving Corporation such consideration as may be determined exist, and each holder of Dissenting Shares shall cease to be due have any rights with respect thereto, except with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger Dissenter’s Rights and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 following sentence. Notwithstanding the foregoing, if any such holder shall have failed to perfect or shall have otherwise waived, effectively withdrawn or lost his or her right to appraisal under the Dissenter’s Rights or a court of competent jurisdiction shall determine that such holder is not entitled to the CGCLrelief provided by the Dissenter’s Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under the Dissenter’s Rights shall cease and such shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s shares of Company Common Stock shall thereupon be deemed to be converted, have been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified Consideration, without any interest thereon, as provided in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation3.1(b).

Dissenting Shares. Any (i) The Board of Directors of the Company has adopted a resolution pursuant to Section 1302(c)(2) of the Georgia BCC conferring dissenters' rights with respect to the Company Common Stock in connection with the TBS Merger. Notwithstanding anything in this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time of the Mergers and that are held by any shareholder who has delivered to the Company, prior to the Shareholder Approvals (as defined in Section 3.01(d)), a written notice of such shareholder's intent to demand payment for such holder's shares of Company Capital Stock if the TBS Merger is effected, in accordance with Article 13 of the Georgia BCC, and who shall have not voted such shares in favor of the approval and adoption of this Agreement ("Dissenting Shares Shares") shall not be converted into the right to receive from Holdco Common Stock as provided in Section 2.02(c), but the Surviving Corporation such consideration as may holders of Dissenting Shares shall be determined entitled to be due with respect to each payment of the fair value of such Dissenting Share pursuant to Chapter 13 Shares in accordance with the provisions of the CGCLsuch Article 13; provided, however, Shares that are Dissenting Shares at if any such holder shall fail to perfect or shall otherwise waive the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his right to demand for appraisal or lose his right of appraisal as provided in the Chapter payment under Article 13 of the CGCLGeorgia BCC or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by such Article 13, then the right of such holder of Dissenting Shares to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, Mergers into the right to receive the Merger Shares in accordance with the procedures specified shares of Holdco Common Stock as provided in Section 2.3. The Company shall give Parent (i2.02(c) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 cash in lieu of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 fractional shares of the CGCL. The Company will not voluntarily make Holdco Common Stock as provided in Section 2.03(e), without any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationinterest thereon.

Dissenting Shares. Any Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due Notwithstanding Section 2.4(b), with respect to each such Dissenting Share pursuant share of Company Common Stock as to Chapter 13 which the holder thereof shall have properly complied with the provisions of Section 262 of the CGCLDGCL as to appraisal rights (the “Dissenting Shares”), if any, such holder shall be entitled to payment, solely from the Surviving Corporation, of the appraisal value of Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, Shares that are (i) if any holder of Dissenting Shares at Shares, under the Effective Time of circumstances permitted by and in accordance with the Merger and are held by a holder who shallDGCL, after the Effective Time of the Merger, withdraw affirmatively withdraws his demand for appraisal or lose of such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to establish his right of entitlement to appraisal rights as provided in the Chapter 13 DGCL or (iii) if any holder of Dissenting Shares takes or fails to take any action the consequences of which is that such holder is not entitled to payment for his shares under Section 262 of the CGCLDGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and each such share of Company Common Stock shall thereafter be deemed to be convertedhave been converted into and have become, as of the Effective Time of the MergerTime, into the right to receive the receive, without interest thereon, Merger Shares in accordance with the procedures specified in Section 2.3Consideration. The Company shall give Parent (i) the Buyer prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares, and (ii) the opportunity Buyer shall have the right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under Chapter 13 of the CGCLexcept as required by applicable Law. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parentthe Buyer, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood , unless and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation extent required to enable it to perform and discharge any such obligationdo so under applicable Law.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the Corporation Law (the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation such consideration as may or be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand exchangeable for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the procedures specified in Section 2.3Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Parent and Merger Sub (ia) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL Corporation 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 Corporation Law and (iib) the opportunity to participate in, and after the Closing, direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLCorporation Law. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle voluntarily make or offer to settle any such demands. It is understood and agreed that the obligation agree to make any payment under Chapter 13 with respect to any demands for appraisals of capital stock of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation Company, offer to perform and discharge settle or settle any such obligation demands or to reimburse or make approve any contribution to the capital withdrawal of the Surviving Corporation to enable it to perform and discharge any such obligationdemands.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary (other than shares of Company Capital Stock cancelled in accordance with Section 3.1(a)), shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Shares Stockholder”) who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Merger Consideration Shares, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time a portion of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Consideration Shares in accordance with the procedures specified in applicable subsections of Section 2.33.1(b), without interest thereon, upon surrender of such shares. The Company shall give promptly provide Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares of Company Capital Stock, any withdrawal of any such demand and (ii) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 (a) For purposes of the CGCL; providedthis Agreement, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are "dissenting shares" means Target Stock held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time by a Target REIT Stockholder who has not voted such Target Stock in favor of the Merger, adoption of this Agreement and the Merger with respect to such Target REIT and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 262 of the DGCL and not effectively withdrawn or forfeited prior to the Effective Time. Dissenting shares shall not be converted into or represent the right to receive the Merger Shares in accordance with Consideration (as defined below) unless the procedures specified in Section 2.3Target REIT Stockholder holding such dissenting shares shall have forfeited his or her right to appraisal under the DGCL or properly withdrawn his or her demand for appraisal. The Company shall give Parent If such Target REIT Stockholder has so forfeited or withdrawn his or her right to appraisal of dissenting shares, then (i) prompt notice as of any written demands for appraisalthe occurrence of such event, withdrawals such holder's dissenting shares shall cease to be dissenting shares and shall be converted into and represent the right to receive the Merger Consideration payable in respect of demands for appraisal and any other instruments served such Target Stock pursuant to Chapter 13 of the CGCL received by the Company Section 2.2 hereof, and (ii) promptly following the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 occurrence of such event, the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation shall deliver to such Target REIT Stockholder shares of Common Stock and that Parent shall be under no obligation any cash in lieu of fractional shares of Target Stock, if applicable, to perform and discharge any which such obligation or holder is entitled pursuant to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationSection 2.2 hereof.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything in this Agreement to the right to receive from the Surviving Corporation such consideration as may be determined to be due contrary, with respect to each such Dissenting Share pursuant share of Company Common Stock as to Chapter 13 which the holder thereof shall have properly perfected dissenter’s rights in accordance with the provisions of Section 262 of the CGCLDGCL (each, a “Dissenting Share”), if any, such holder shall be entitled to payment, solely from the Surviving Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, Shares that are (i) if any holder of Dissenting Shares at Shares, under the Effective Time of circumstances permitted by and in accordance with the Merger and are held by a holder who shallDGCL, after the Effective Time of the Merger, withdraw his affirmatively withdraws such holder’s demand for appraisal or lose his right of appraisal such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to establish such holder’s entitlement to dissenters’ rights as provided in the Chapter 13 DGCL or (iii) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment under Section 262 of the CGCLDGCL for such holder’s shares, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to be have been converted, as of the Effective Time of the MergerTime, into and represent the right to receive the Merger Shares Consideration payable in accordance with the procedures specified in Section 2.3respect of such shares of Company Common Stock. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares of Company Common Stock, and (ii) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will shall not voluntarily settle, make any payment payments with respect to, or offer to settle, any claim with respect to any demands for appraisal and will not, except with Dissenting Shares without the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Sections 607.1301-607.1333 of FBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the FBCA with respect to such shares) shall not be converted into the a right to receive from the Surviving Corporation Merger Consideration, but instead shall be entitled to only such consideration rights as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 are granted by Section 607.1302 of the CGCLFBCA; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Effective Time Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 607.1323 of the Merger, withdraw his demand for appraisal FBCA or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in the Chapter 13 by Section 607.1302 of the CGCLFBCA, such shares of Company Common Stock shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with Section 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the procedures specified in Section 2.3case may be. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand (other than any such waiver set forth in the Shareholder Written Consent), and (ii) any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of Parent, settle the Company shall not make any payment with respect to, or settle, or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who have not voted in favor of the adoption of this Agreement and approval of the Merger or consented thereto in writing and who have properly exercised their right to appraisal of such shares in accordance with, and shall have complied with all other applicable requirements of, Section 262 of the DGCL (the "Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation Merger Consideration at or after the Effective Time, but instead shall become the right to receive such consideration as may be determined to be due with respect to each the holder of such Dissenting Share Shares pursuant to Chapter 13 of the CGCLDGCL, less any required withholding taxes; provided, however, Shares that are any Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal and payment under Section 262 of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, DGCL shall thereupon be deemed to be converted, as of the Effective Time of the Merger, have been converted into the right to receive the Merger Consideration, without interest thereon and less any required withholding taxes, and shall no longer be considered Dissenting Shares. Any holder of Dissenting Shares in accordance with who becomes entitled to payment for such holder's Company Common Stock pursuant to Section 262 of the procedures specified in Section 2.3DGCL shall receive payment therefor only from the Surviving Corporation. The Company shall give Parent (i) the Purchaser prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationshares.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Capital Stock issued and outstanding immediately prior to the Second Effective Time (other than shares of Company Capital Stock cancelled in accordance with Section 2.01(b)(i)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares of Company Capital Stock in accordance with Section 262 of the DGCL (such shares of Company Capital Stock being referred to collectively as the “Dissenting Shares 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 of Company Capital Stock) shall not be converted into the a right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 a portion of the CGCLCompany Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Second Effective Time Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the Merger, withdraw his demand for appraisal DGCL or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in the Chapter 13 by Section 262 of the CGCLDGCL, such shares of Company Capital Stock shall be deemed to be converted, treated as if they had been converted as of the Second Effective Time of the Merger, into the right to receive the portion of the Company Merger Shares in accordance with the procedures specified in Consideration, if any, to which such holder is entitled pursuant to Section 2.32.01 or Section 2.04, without interest thereon. The Company shall give provide Parent (i) and HoldCo prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares of Company Capital Stock, any withdrawal of any such demand and (ii) any other demand, notice or instrument delivered to the Company prior to the Second Effective Time pursuant to the DGCL that relates to such demand, and Parent and HoldCo shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of ParentParent and HoldCo, the Company shall not make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding any other provisions of this Agreement to the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, howevercontrary, Shares that are Dissenting Shares at 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 are held by a holder who shall, after the Effective Time shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the MergerDGCL (collectively, withdraw his demand for appraisal the "Dissenting Shares") shall not be converted into or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into represent the right to receive the Merger Shares Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the procedures specified provisions of Section 262 of the DGCL, 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 under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, at the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.34.1, of the Company Certificate or Certificates that, at the Effective Time, evidenced such Shares. All payments with respect to Dissenting Shares shall be paid by the Surviving Corporation with funds of the Company and not with funds provided by any of the Acquiror Companies. The Company shall give Parent Acquiror (i) prompt notice of any written demands for appraisalappraisal of any Shares, any withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company DGCL in connection therewith and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLDGCL. The Company will not shall not, except with the prior written consent of Acquiror, voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle Common Stock or offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, if the holder of any Common Share shall have complied with the provisions of Section 262 of the Delaware Corporation Law as to appraisal rights with regard to that Common Share (a "Dissenting Shares Share"), no such Dissenting Share shall be deemed converted into and to represent the right to receive Merger Consideration hereunder; and the holders of Dissenting Shares, if any, shall be entitled to payment, solely from the Surviving Corporation such consideration as may be determined to be due with respect to each Corporation, of the appraised value of such Dissenting Share pursuant Shares to Chapter 13 the extent permitted by and in accordance with the provisions of Section 262 of the CGCLDelaware Corporation Law; provided, however, Shares that are (i) if any holder of Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after under the Effective Time circumstances permitted by the Delaware Corporation Law, subsequently deliver a written withdrawal of the Merger, withdraw his or her demand for appraisal of such Dissenting Shares, or lose (ii) if any holder fails to establish his right of appraisal or her entitlement to rights to payment as provided in such Section 262, or (iii) if neither any holder of Dissenting Shares nor the Chapter 13 Surviving Corporation has filed a petition demanding a determination of the CGCLvalue of all Dissenting Shares within the time provided in such Section 262, such holder or holders (as the case may be) shall forfeit such right to payment for such Dissenting Shares pursuant to such Section 262, and the Common Shares of such holder or holders shall be deemed to be converted, converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with the procedures specified in Section 2.3terms hereof. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any Common Shares, attempted withdrawals of demands for appraisal such demands, and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.served

Dissenting Shares. Any Notwithstanding Section 1.5(a)(ii), shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time and held by a holder who is entitled to, and has properly exercised and perfected his, her or its demand for, dissenter’s rights under Title 16, Chapter 10a, Part 13 of the Utah Act (“Part 13”) (such shares, the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, but each holder of such Dissenting Shares shall be entitled to receive such consideration as may shall be determined pursuant to Part 13 (it being understood and acknowledged that at the First Effective Time, such Dissenting Shares shall no longer be due outstanding, shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to each receive the fair value of such Dissenting Share pursuant Shares to Chapter 13 of the CGCLextent afforded by Part 13); provided, however, Shares that are Dissenting Shares if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her right to dissent and payment under Part 13 (whether occurring before, at the Effective Time of the Merger and are held by a holder who shall, or after the First Effective Time Time), such holder’s shares of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, Company Common Stock shall thereupon be deemed to be converted, have been converted as of the First Effective Time of the Merger, solely into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration as if such shares were No Election Shares, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent (i) prompt written notice of any written demands for appraisalpayment from holders of shares of Company Common Stock received by the Company, written withdrawals or attempted withdrawals of such demands for appraisal and any other instruments instruments, notices or demands served on the Company pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.Part

Dissenting Shares. Any Section 351.455 of the GBCL provides ----------------- dissenter's rights in connection with the Merger to the shareholders of the Company. Notwithstanding anything in this Merger Agreement to the contrary, any issued and outstanding Company Common Shares or Company Preferred Shares held by a person (a "Dissenting Shareholder") who objects to the Merger and complies with all the provisions of the GBCL concerning the right of holders of Company Common Shares and Company Preferred Shares to dissent from the Merger and require appraisal of their Company Common Shares or Company Preferred Shares ("Dissenting Shares") shall not be converted into as described in Section 4.1 but shall become the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share Shareholder pursuant to Chapter 13 the laws of the CGCLState of Missouri; provided, however, that Company Common Shares that are Dissenting or Company Preferred Shares at outstanding immediately prior to the Effective Time of the Merger Date and are held by a holder Dissenting Shareholder who shall, after the Effective Time of the MergerDate, withdraw his demand for appraisal or lose his right of appraisal as provided appraisal, in either case pursuant to the Chapter 13 of the CGCLGBCL, shall be deemed to be converted, converted as of the Effective Time of the MergerDate, into the right to receive the Merger Shares in accordance with the procedures specified cash amount, without interest, as provided in Section 2.34.1(b) or (c), as appropriate. The Company shall give Parent Purchaser (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL Company Common Shares or Company Preferred Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLany such demands. The Company will not voluntarily shall not, without the prior written consent of Purchaser make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parentor settle, settle or offer to settle or otherwise negotiate, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, shares of Company stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the relevant provisions of Section 262 of the DGCL (such shares, the “Dissenting Shares Shares”), shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, but instead such consideration as may holder shall be determined entitled to be due with respect to each such Dissenting Share pursuant to Chapter 13 payment of the CGCL; provided, however, Shares that are Dissenting Shares fair value of such shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the Merger DGCL), unless and are held by a until such holder who shallshall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any stockholder shall have failed to perfect or shall have effectively withdrawn or lost his, after the Effective Time of the Mergerher or its rights to appraisal, withdraw his demand for appraisal or lose his right of appraisal such holder’s Dissenting Shares shall thereupon be treated as provided in the Chapter 13 of the CGCL, shall be deemed to be if such shares had been converted, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company and (ii) the opportunity relating to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 rights of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationappraisal.

Dissenting Shares. Any Notwithstanding Section 3.2 hereof, Dissenting Shares shall not be converted into the right to receive the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation such consideration as may be determined to be due in accordance with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLDGCL; provided, however, Shares that are (i) if any such holder of Dissenting Shares at the Effective Time shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the Merger and are held by a DGCL, (ii) if any such holder who shall, after the Effective Time of the Merger, withdraw Dissenting Shares shall have effectively withdrawn his demand for appraisal of such shares or lose lost his right to appraisal and payment for his shares under Section 262 of appraisal as the DGCL, 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 the Chapter 13 Section 262 of the CGCLDGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall be deemed to be converted, treated as if it had been converted as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with Consideration, without interest thereon, from the procedures specified Surviving Corporation as provided in Section 2.33.2 hereof. The Company shall give Parent (i) Mergeco prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares, and (ii) Mergeco shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of ParentMergeco, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Shares of XVT Preferred or XVT Common that have not been voted for adoption of this Agreement and with respect to which appraisal rights shall have been properly perfected in accordance with Section 262 of the Delaware Corporation Law (the "DISSENTING SHARES") shall not be converted into the right to receive shares of Peregrine Common and cash (if any) in accordance with this Agreement, at or after the Effective Time, unless and until the holder of such Dissenting Shares withdraws his demand for such appraisal in accordance with Section 262(k) of the Delaware Corporation Law or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw in accordance with Section 262(k) of the Delaware Corporation Law his demand for such appraisal or shall become ineligible for such appraisal, then, as of the latter of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 shares of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger Peregrine Common and are held by a holder who shall, after the Effective Time of the Merger, withdraw cash (if any) into which his demand for appraisal XVT Preferred or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, XVT Common was converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 this Agreement. Any amounts to be paid to holders of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings Dissenting Shares with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL Dissenting Shares shall be exclusively that of paid by the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationCorporation.

Dissenting Shares. Any Dissenting Shares Each Share as to which a written demand for appraisal is duly made in accordance with Section 262 of the DGCL and which is not voted (or consented in writing) in favor of adoption of this Agreement shall not be converted into or represent a right to receive the applicable Merger Consideration unless and until the holder thereof shall have failed to perfect, or shall have effectively withdrawn or lost, such appraisal rights under said Section 262, at which time each such Share shall be converted into the right to receive from the Surviving Corporation applicable Merger Consideration. All such consideration Shares as may be determined to be due with respect to each which such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his written demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares is so filed and not withdrawn in accordance with Section 262 of the procedures specified DGCL and which are not voted (or consented in writing) in favor of adoption of this Agreement, except any such Shares the holder of which shall have failed to perfect, or shall have effectively withdrawn or lost such appraisal rights under said Section 2.3. The Company 262, are herein referred to as “Dissenting Shares.” IWM shall give Parent (i) Cherry prompt notice upon receipt by IWM of any written demands for appraisal, withdrawals withdrawal of such demands for appraisal and any other instruments served written communications delivered to IWM pursuant to Chapter 13 of said Section 262, and IWM shall give Cherry the CGCL received opportunity, to the extent permitted by the Company and (ii) the opportunity law, to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 such demands. Except with the prior written consent of the CGCL. The Company will Cherry, such consent not to be unreasonably withheld, conditioned or delayed, IWM shall not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, shall not settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting (a) Notwithstanding any provision of this Agreement to the contrary, any Shares shall be converted into the right issued and outstanding immediately prior to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw has demanded and perfected his demand for appraisal or lose of his right of appraisal as provided Shares in accordance with the Chapter 13 of the CGCLDelaware Code (including but not limited to Section 262 thereof), shall be deemed to be converted, and as of the Effective Time has neither effectively withdrawn nor lost his right to such appraisal ("DISSENTING SHARES"), shall not be converted into or represent a right to receive cash pursuant to SECTION 1.6 hereof, but the holder thereof shall be entitled to only such rights as are granted by the Delaware Code. Notwithstanding the provisions of SECTION 1.7(A) hereof, if any holder of Shares who demands appraisal of his Shares under the Delaware Code shall effectively withdraw or lose (through failure to perfect or otherwise) his right to appraisal, then as of the MergerEffective Time or the occurrence of such event, whichever occurs later, such holder's Shares shall automatically be converted into and represent only the right to receive cash as provided in SECTION 1.6 hereof, without interest thereon, upon surrender of the Merger Shares in accordance with the procedures specified in Section 2.3certificate or certificates representing such Shares. The Company shall give Parent Purchaser (i) prompt notice of any written demands for appraisalappraisal or payment of the fair value of any Shares, withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL Delaware Code received by the Company after the date hereof and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLDelaware Code. The Company will shall not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything in this Agreement to the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, howevercontrary, Shares that are Dissenting Shares at issued and outstanding immediately prior to the Effective Time of the Merger and are held by a holder who shallhas not voted in favor of the Merger or consented thereto in writing and who has complied with the relevant provisions of Section 262 of the DGCL, if such Section 262 provides for appraisal rights for such Shares in the Merger ("DISSENTING SHARES"), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 3.01(a)(i) and instead such holder of Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the DGCL. If, after the Effective Time of the MergerTime, withdraw his demand for appraisal any such holder fails to perfect or lose withdraws or loses his right of appraisal to appraisal, such Dissenting Shares shall thereupon be treated as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration to which such holder would have been entitled but for the prior status of such shares as Dissenting Shares, without interest or dividends thereon, upon the surrender in accordance with the procedures specified manner provided in Section 2.33.03 of the certificate(s) which formerly represented Shares. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisalappraisal of Shares, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company and (ii) relating to stockholders' rights of appraisal and, prior to the opportunity Effective Time, Parent shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of such demands. Prior to the CGCL. The Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything to the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 contrary contained in this Agreement, any shares of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal Class A Common Stock or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be convertedClass C Common Stock that, as of the Effective Time are or may entitle the holder thereof to appraisal rights under Section 262 of the MergerDGCL shall not be converted into or represent the right to receive a portion of the consideration in accordance with Section 1.04(d), and the holder or holders of such shares shall be entitled to receive payment of the appraised value of such shares (the “Dissenting Shares”) in accordance with the provisions of Section 262 of the DGCL; provided, however, that if the status of any such shares as shares carrying appraisal rights shall not be perfected, or if any such shares shall lose their status as shares carrying appraisal rights, then as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Merger Shares consideration set forth in accordance with this Section 1.04, subject, if still applicable, to the procedures specified arrangements described in Section 2.31.04(b). The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments demands served pursuant to Chapter 13 Section 262 of the CGCL DGCL received by Company prior to the Company Effective Time in connection with the Merger and (ii) the opportunity to direct participate in and control all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLany such demand, notice or instrument. The Company will shall not voluntarily make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that demand unless Parent shall have consented in writing to such payment or settlement offer, which consent shall not be under no obligation to perform and discharge any such obligation unreasonably withheld, conditioned or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationdelayed.

Dissenting Shares. Any Notwithstanding anything in this Agreement to ----------------- the contrary, shares (the "Dissenting Shares Shares") of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any holder who is entitled to demand and who properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Article 13 of the GBCC ("Article 13") shall not be converted into the right to receive from the Surviving Corporation Merger Consideration as provided in Section 3.1(a)(i), but instead such consideration as may holder shall be determined entitled to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Article 13. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Article 13 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Article 13, then the right of such holder to be due with respect to each paid the appraised value of such holder's Dissenting Shares under Article 13 shall cease and such Dissenting Share pursuant Shares shall be deemed to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares have been converted at the Effective Time of the Merger into, and are held by a holder who shallshall have become, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified Consideration as provided in Section 2.33.1(a)(i). The Company shall give the Parent (i) and the Merger Sub prompt notice of any written demands for appraisalpayment, withdrawals or notices of demands for appraisal and any other instruments served pursuant intent to Chapter 13 of the CGCL demand payment, received by the Company with respect to shares of Company Common Stock, and (ii) the opportunity Parent and the Merger Sub shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of such demands. Prior to the CGCL. The Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parentthe Parent and the Merger Sub, settle make any payment with respect to, or settle, or offer to settle settle, any such demands. It is understood and agreed that the obligation , or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Dissenting Notwithstanding ‎ Section 2.02, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing with respect to such Shares and who has (or for which the “beneficial owner” (as defined, for purposes of this Section 2.04, in Section 262(a) of the DGCL) has) demanded appraisal for such Shares in accordance with the DGCL shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, but shall be entitled only to such consideration rights as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 are granted by Section 262 of the CGCL; providedDGCL, howeverunless such holder (or beneficial owner) fails to perfect, Shares that are Dissenting Shares at withdraws or otherwise loses the Effective Time right to appraisal under Section 262 of the Merger and are held by a holder who shallDGCL. For the avoidance of doubt, Xxxxxx Consideration for Shares subject to appraisal shall not accrue interest. If, after the Effective Time Time, any such holder (or beneficial owner) fails to perfect, withdraws or loses the right to appraisal under Section 262 of the MergerDGCL, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, such Shares shall be deemed treated as if they had been converted pursuant to be converted, Section 2.02(a) as of the Effective Time of the Mergerinto, into and shall represent only, the right to receive the Merger Shares Consideration in accordance with the procedures specified in ‎ Section 2.32.03, without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of Shares and (ii) any withdrawals of any such demands, and Parent shall have the opportunity right to direct (in a reasonable manner) and participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of Parent, settle the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. It is understood and agreed that the obligation , or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any (a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Stock that are outstanding immediately prior to the Effective Time and that are held by Non-Electing Stockholders who have exercised and perfected appraisal rights for such shares of Company Stock in accordance with Section 262 of the DGCL (collectively, the "Dissenting Shares Shares") shall not be converted into or represent the right to receive from the Surviving Corporation such applicable amount pursuant to Section 2.4(a)(ii), and an amount equal to the aggregate consideration as may be determined to be due payable with respect to each such Dissenting Share Shares pursuant to Chapter 13 Section 2.4(a)(ii)(A) shall be deposited in escrow with the Escrow Agent pursuant to the Escrow and Indemnity Agreement (the "Dissenting Shares Consideration"). Such Non-Electing Stockholders shall be entitled to receive payment of the CGCL; provided, however, Shares that are appraised value of such Dissenting Shares at the Effective Time out of the Merger Escrow Fund in accordance with Section 262 of the DGCL and are in accordance with the terms of the Escrow and Indemnity Agreement; provided that if the Escrow Fund is insufficient to make such payment, then the Surviving Company shall make all necessary payments in excess of the Escrow Fund. All Dissenting Shares held by a holder Non-Electing Stockholders who shall, after shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Company Stock under the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, DGCL shall thereupon be deemed to be convertedhave been converted into and to have become exchangeable for, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served applicable amount pursuant to Chapter 13 Section 2.4(a)(ii), without any interest thereon, upon surrender of the CGCL received by Certificate or Certificates that formerly evidenced such shares of Company Stock, in the Company manner provided, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution subject to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationconditions of, this Article II.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, shares of Taskport Common Stock which shall constitute “dissenting shares” within the meaning of Section 1300 of the CGCL ("Dissenting Shares Shares") shall not be converted into the right to receive from shares of EXSI Common Stock at or after the Surviving Corporation such consideration as may be determined to be due with respect to each Effective Time unless and until the holder of such Dissenting Share pursuant to Chapter 13 Shares withdraws his or her demand for payment of the fair market value of such shares in accordance with the provisions of the CGCL or becomes ineligible for such payment. If a holder of Dissenting Shares shall withdraw his or her demand for payment of the fair market value of such shares in accordance with the CGCL or shall become ineligible to receive such payment, then, as of the later of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall be automatically converted into a corresponding number of shares of EXSI Common Stock in accordance with the terms of this Agreement, upon surrender of the certificate representing such shares in accordance with Section 1.06. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under the CGCL. The foregoing section notwithstanding, in the event that four percent (4%) or more of the outstanding shares of Taskport are Dissenting Shares, Taskport 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 and all obligations hereunder; provided, however, Shares that are Dissenting Shares at nothing herein shall relieve any Party from liability for the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice breach of any written demands for appraisalof its representations, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will notwarranties, except with the prior written consent of Parent, settle covenants or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationagreements set forth in this Agreement.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding any provision of this Agreement to the right contrary, if required by Delaware Law (but only to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 extent required thereby), shares of the CGCL; provided, however, Shares Company Stock that are Dissenting Shares at issued and outstanding immediately prior to the Effective Time (other than shares of the Merger Company Stock to be canceled pursuant to Section 2.02(b)) and that are held by a holder holders of such shares who shall, after the Effective Time have not voted in favor of the Mergeradoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, withdraw his demand for appraisal or lose his right and who have complied with, Section 262 of appraisal as provided in Delaware Law (the Chapter 13 of the CGCL, shall “Dissenting Shares”) will not be deemed to be converted, as of the Effective Time of the Merger, convertible into the right to receive the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the procedures specified provisions of such Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under Delaware Law. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such shares, subject to Section 2.08. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 2.3262 of Delaware Law and as provided in the previous sentence. The Company shall will give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 appraisals of the CGCL. The shares of Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationStock.

Dissenting Shares. Any (a) For purposes of this Agreement, “Dissenting Shares” means shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a Company Shareholder who is entitled to demand and properly demands the purchase of such shares of Company Common Stock at fair market value in accordance with Chapter 13 of the CCC, until such time as such holder fails to perfect or otherwise loses such holder's dissenters' rights under Chapter 13 of the CCC with respect thereto. Dissenting Shares shall not be deemed converted into or represent the right to receive from Subordinate Voting Shares under Section 2.4 unless such Company Shareholder fails to perfect or otherwise withdraws or loses such Company Shareholder's right to dissent or become ineligible for such right to dissent, in accordance with the Surviving Corporation CCC, in which case (i) as of the occurrence of such consideration as may be determined event, such holder’s Dissenting Shares shall cease to be due with respect Dissenting Shares (and the right of such holder to each be paid the fair market value of such holder's Dissenting Share pursuant to Shares upon Chapter 13 of the CGCL; providedCCC will cease), however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Subordinate Voting Shares issuable in respect of such shares of Company Common Stock pursuant to Section 2.4 upon surrender of the certificate representing such shares in accordance with the procedures specified in terms of Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal2.4, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) Digital shall deliver or cause to be delivered to such Company Shareholder certificates representing the opportunity Subordinate Voting Shares to direct all negotiations and proceedings with respect which such holder is entitled pursuant to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.Sections

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who was entitled to and has validly demanded appraisal rights in accordance with Section 12:131 of the LBCL (“Dissenting Shares Shares”) shall not be converted into the right to receive the Merger Consideration but instead shall be converted into the right to receive payment from the Surviving Corporation with respect to such Dissenting Shares in accordance with Section 12:131 of the LBCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 Section 12:131 of the CGCLLBCL); provided, however, Shares that are Dissenting Shares at if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment under the Effective Time LBCL, each share of the Merger and are held by a holder who shall, after the Effective Time such holder’s shares of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, Company Common Stock shall thereupon be deemed to be converted, have been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with the procedures specified in Section 2.32.1(c), without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent (i) prompt notice to Parent of any written demands for appraisaldemands, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL LBCL received by the Company for appraisal of shares of Company Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle or make any payment with respect to, settle, offer to settle settle, or approve any withdrawal of any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Shares of Sahara Common or Sahara Preferred that have not been voted for adoption of this Agreement and with respect to which appraisal rights shall have been properly perfected in accordance with Section 262 of the Delaware Corporation Law (the "DISSENTING SHARES") shall not be converted into the right to receive shares of Cascade Common and cash (if any) in accordance with this Agreement at or after the Effective Time, unless and until the holder of such Dissenting Shares withdraws such holder's demand for such appraisal in accordance with Section 262(k) of the Delaware Corporation Law or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw in accordance with Section 262(k) of the Delaware Corporation Law or such holder's demand for such appraisal or shall become ineligible for such appraisal, then, as of the later of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into the right to receive from the Surviving Corporation shares of Cascade Common and cash (if any) into which such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal holder's Sahara Common or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, Sahara Preferred was converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 this Agreement. Any amounts to be paid to holders of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings Dissenting Shares with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL Dissenting Shares shall be exclusively that of paid by the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationCorporation.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by a stockholder who has not voted in favor of the Merger and has properly exercised and perfected such holder's demand for appraisal rights in accordance with Section 262 of the DGCL (the "Dissenting Shares shall Shares") and as of the Effective Time has neither effectively withdrawn nor lost such holder's right to such appraisal will not be converted into the right to receive from the Surviving Corporation Merger Consideration, but will become entitled to the right to receive such consideration as may be determined to be due with respect to each the holder of such Dissenting Share Shares pursuant to Chapter 13 of the CGCLDGCL; provided, however, Shares that are any holder of Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal fails to perfect or lose his right who effectively withdraws or loses such rights of appraisal as provided in under the Chapter 13 DGCL will forfeit the right to appraisal of the CGCLsuch shares, shall and such shares of Company Common Stock will no longer be Dissenting Shares and will be deemed to be converted, as of the Effective Time of the Merger, have been converted into the right to receive receive, at the Effective Time, the Merger Shares in accordance with the procedures specified Consideration set forth in Section 2.31.8(a) hereof. The Company shall will give Parent the Acquiror (i) prompt written notice of any written demands for appraisal, withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLDGCL. The Company will not not, except with the prior written consent of the Acquiror, voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, if and to the extent required by the DGCL, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such Shares who have properly exercised appraisal rights with respect thereto (the “Dissenting Shares Shares”) in accordance with Section 262 of the DGCL, shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each Merger Consideration, and holders of such Dissenting Share pursuant Shares shall be entitled to Chapter 13 receive payment of the CGCL; provided, however, Shares that are appraised value of such Dissenting Shares at in accordance with the Effective Time provisions of Section 262 of the Merger DGCL unless and are held by a holder who shalluntil 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 of the MergerTime, withdraw his demand for appraisal any such holder fails to perfect or lose his right of appraisal effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as provided in the Chapter 13 of the CGCLif they had been converted into and to have become exchangeable for, shall be deemed to be converted, as of at the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and for appraisals of Dissenting Shares. Notwithstanding anything to the contrary contained in this Section 2.3, if (i) the Merger is rescinded or abandoned or (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 stockholders of the CGCLCompany revoke the authority to effect the Merger, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle make any payment with respect to any demands for appraisals or offer to settle or settle any such demands. It is understood , and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation have the right to perform participate in all negotiations and discharge any proceedings with respect to such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationdemands.

Dissenting Shares. Any Dissenting Notwithstanding Section 3.02 or any other provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 3.02(a)) and held by a holder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL and who has otherwise complied with all applicable provisions of Section 262 of the DGCL shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, but shall be entitled only to such consideration rights as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 a granted by Section 262 of the CGCL; providedDGCL, howeverunless such holder fails to perfect, Shares that are Dissenting Shares at waives, withdraws or otherwise loses the Effective Time right to appraisal under Section 262 of the Merger and are held by a holder who shallDGCL. If, either before or after the Effective Time Time, such holder fails to perfect, waives, withdraws or otherwise loses the right to appraisal under Section 262 of the Merger, withdraw his demand for DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the appraisal or lose his right of appraisal as provided in the Chapter 13 by Section 262 of the CGCLDGCL, such Shares shall be deemed treated as if they had been converted pursuant to be converted, Section 3.02(a) as of the Effective Time of the Mergerinto, into and shall represent only, the right to receive the Merger Shares Consideration in accordance with Section 3.03 and the procedures specified in Section 2.3CVR Agreement, upon surrender of such Certificate formerly representing such Share or transfer of such Book-Entry Share, as the case may be. The Company shall give Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of Shares, any waiver or withdrawal of any such demand, and (ii) any other demand, notice or instrument delivered to the opportunity Company prior to the Effective Time that relates to such demand, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with without the prior written consent of Parent, settle or make any payment with respect to, offer to settle or settle, any such demands. It is understood and agreed that the obligation , or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Dissenting Shares Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock which are dissenting shares (as defined in the DGCL), if any, shall not be converted into the or represent a right to receive any shares of Parent Common Stock, but the holders thereof shall be entitled only to such rights as are granted by the DGCL. Each holder of dissenting shares who becomes entitled to payment therefor pursuant to the DGCL shall receive payment from the Surviving Corporation such consideration as may be determined to be due in accordance with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLDGCL; provided, however, Shares that are Dissenting Shares at the Effective Time (i) if any such holder of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw dissenting shares shall have failed to establish his demand for appraisal or lose his right of appraisal her entitlement to dissenter’s rights as provided in the Chapter 13 DGCL, (ii) if any such holder of dissenting shares shall have effectively withdrawn his or her demand for appraisal thereof or lost his or her right to appraisal and payment therefor under the DGCL, or (iii) if neither any holder of dissenting shares nor the Surviving Corporation shall have filed a petition demanding a determination of the CGCLvalue of all dissenting shares within the time provided in the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to be have been converted, as of the Effective Time of the MergerMerger I, into the right to receive the Merger Shares in accordance with the procedures specified and represent shares of Parent Common Stock and cash (without interest), as applicable, as provided in Section 2.3. The Company shall give Parent (i3.1(c) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationhereof.

Dissenting Shares. Any Notwithstanding SECTION 3.2 hereof, Dissenting Shares shall not be converted into the a right to receive the Cash Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Sections 1701.84 and 1701.85 of the OCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 1701.85 of the OCL shall receive payment therefor from the Surviving Corporation in accordance with the OCL; PROVIDED, HOWEVER, that (i) if any such consideration holder of Dissenting Shares shall have failed to establish his entitlement to relief as may be determined to be due a dissenting shareholder as provided in Section 1701.85 of the OCL, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for relief as a dissenting shareholder with respect to such shares or lost his right to relief as a dissenting shareholder and payment for his shares under Section 1701.85 of the OCL, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a complaint demanding a determination of the value of all Dissenting Shares within the time provided in Section 1701.85 of the OCL, such holder shall forfeit the right to relief as a dissenting shareholder with respect to such shares and each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, share shall be deemed to be treated as if it had been converted, as of the Effective Time of the MergerTime, into the right to receive the Cash Merger Shares Consideration, without interest thereon, from the Surviving Corporation as provided in accordance with the procedures specified in Section 2.3SECTION 3.2. The Company shall give Parent (i) Sub prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for relief as a dissenting shareholder, and (ii) Sub shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of ParentSub, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any (a) Notwithstanding any provision of this Agreement to the contrary, Dissenting Shares, if any, shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.2, but the holder thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL, and any portion of the Merger Consideration deposited with the Paying Agent to pay for such shares shall be returned to the Surviving Company upon demand; provided, however, that if any such holder of Dissenting Shares (i) shall have failed to establish such holder's entitlement to relief as a dissenting stockholder as provided in Section 262 of the DGCL, (ii) shall have effectively withdrawn such holder's demand for relief as a dissenting stockholder with respect to such Dissenting Shares or lost such holder's right to relief as a dissenting stockholder and payment for such holder's Dissenting Shares under Section 262 of the DGCL, or (iii) shall have failed to file a complaint with the appropriate court seeking relief as to determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, if applicable, such holder shall forfeit the right to relief as a dissenting stockholder with respect to such shares, and each such share shall be converted into the right to receive the Merger Consideration without interest thereon, from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal Company as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation2.2.

Dissenting Shares. Any Notwithstanding anything to the contrary contained in this Agreement, any shares ("Dissenting Shares") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands payment of the fair value of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL ("Section 262") shall not be converted into or be exchangeable for the right to receive Parent Common Stock in accordance with Section 1.5 (or cash in lieu of fractional shares in accordance with Section 1.5), but rather the holders of Dissenting Shares shall be converted into entitled to payment of the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each fair value of such Dissenting Share pursuant to Chapter 13 of the CGCLShares in accordance with Section 262; provided, however, Shares that are if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of the fair value of such holder's Dissenting Shares at under Section 262, then the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in such holder to be paid the Chapter 13 fair value of the CGCL, such holder's Dissenting Shares shall cease and such Dissenting Shares shall be deemed to be converted, have been converted as of the Effective Time of the Mergerinto, into and to have become exchangeable solely for the right to receive the Merger Shares Parent Common Stock in accordance with the procedures specified Section 1.5 (and cash in lieu of fractional shares in accordance with Section 2.31.5). The Company shall give Parent (i) prompt notice to Parent and Merger Sub of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for payment of fair value of any shares of Company Common Stock (including a copy of each demand), and (ii) Parent and Merger Sub shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.with

Dissenting Shares. Any Notwithstanding anything herein to the contrary, ----------------- shares of MPC Common Stock that are outstanding immediately prior to the Effective Date and that are held by shareholders, if any, who are entitled to assert a right to dissent from the Merger and who demand and validly perfect their rights to receive the "fair value" of their shares with respect to the merger under Sections 00-00-000 et seq. of the TBCA (the "Dissenting Shares") shall be entitled solely to the payment of the "fair value" of such shares in accordance with the provisions of the TBCA, which shall be paid at the Effective Time; except that (i) if such demand to receive "fair value" shall be withdrawn upon the consent of the Surviving Corporation, (ii) if this Agreement and Plan of Merger shall be terminated, or the merger shall not be consummated, (iii) if no demand or petition for the determination of "fair value" by a court shall have been made or filed within the time provided in the provisions of the TBCA or (iv) if a court of competent jurisdiction shall determine that such holder of Dissenting Shares is not entitled to the relief provided by the provisions of the TBCA, then the right of such holder of Dissenting Shares to be paid the "fair value" of his shares of MPC Common Stock shall cease and, with respect to clauses (i), (ii) and (iv) above, such Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall thereupon be deemed to be convertedhave been converted into and to have become exchangeable for, as of the Effective Time of the MergerDate, into the right to receive the Merger Shares in accordance Consideration with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of respect thereto, without any written demands for appraisalinterest thereon, withdrawals of demands for appraisal and any other instruments served pursuant with respect to Chapter 13 of the CGCL received by the Company and clause (ii) above, the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 status of the CGCL. The Company will not voluntarily make any payment with respect such shareholder shall be restored retroactively without prejudice to any demands for appraisal and will not, except with corporate proceeding which may have been taken during the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationinterim.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, no Outstanding Shares the holder of which has complied with the applicable provisions of the DGCL as to dissenter's rights ("Dissenting Shares") shall be deemed converted into and to represent the right to receive the Merger Consideration, and the holders of Dissenting Shares, if any, will be entitled to payment, solely from the Surviving Corporation, of the appraised value of such Dissenting Shares, to the extent permitted by and in accordance with the applicable provisions of the DGCL; provided, however, that (a) if any holder of Dissenting Shares shall, under the circumstances permitted by the DGCL, subsequently deliver a written withdrawal of that holder’s demand for appraisal of such Dissenting Shares, or (b) if any holder fails to establish that holder’s entitlement to rights to payment as provided in the applicable provisions of the DGCL, or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in the applicable provisions of the DGCL, such holder or holders shall forfeit such right to payment for such Dissenting Shares pursuant to the DGCL, and each such Outstanding Share will not be considered a Dissenting Share but will thereupon be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.FINAL 08/28/08

Dissenting Shares. Any Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 shares of the CGCL; providedChinos Common Stock, howeverChinos Series A Preferred Stock, Shares Chinos Series B Preferred Stock (collectively, “Chinos Capital Stock”) and J.Crew Common Stock that are Dissenting Shares at outstanding immediately prior to the Effective Time of the Merger and that are held by a holder of Chinos Capital Stock or J.Crew Common Stock who shall, after the Effective Time shall have neither voted in favor of the MergerMerger nor consented thereto in writing and whom shall be entitled to and shall have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL (collectively, withdraw his demand for appraisal the “Dissenting Shares”) shall not be converted into or lose his represent the right of appraisal as to receive the consideration provided in the Chapter 13 Section 3.2 in respect thereof. Such holder shall instead be entitled to receive payment of the CGCLappraised value of such shares of Chinos Capital Stock or J.Crew Common Stock, as applicable, in accordance with the provisions of Section 262 of the DGCL, except that any Dissenting Shares held by a holder who shall have failed to perfect or who effectively shall have withdrawn, waived or otherwise lost his, her or its rights to appraisal of such shares of Chinos Capital Stock and J.Crew Common Stock under such Section 262 of the DGCL shall thereupon be deemed to be convertedhave been converted into and to have become exchangeable, as of the Effective Time of the MergerTime, into for the right to receive the Merger Shares in accordance with the procedures specified consideration provided in Section 2.33.2, without any interest thereon. The Company Exchange Agent (as defined below) shall give Parent (i) Chinos and Chinos SPV prompt notice of any written demands for appraisal, withdrawals of demands for appraisal rights and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) Chinos SPV shall have the opportunity to direct all participate in and control any negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation, in accordance with Article VII.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, including Section 2.08, Shares issued and outstanding immediately prior to the Effective Time (but after the effective time of the Taxable Distribution Transaction) (other than Shares cancelled in accordance with Section 2.08(a)) and held by a holder who has not consented to the adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such Shares in accordance with Section 262 of the DGCL (such Shares being referred to collectively as the “Dissenting Shares 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 converted into the a right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 a portion of the CGCLMerger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Effective Time Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the Merger, withdraw his demand for appraisal DGCL or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in the Chapter 13 by Section 262 of the CGCLDGCL, such Shares shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the portion of the Merger Shares in accordance with the procedures specified in Consideration, if any, to which such holder is entitled pursuant to Section 2.32.08(b), without interest thereon. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of Shares, any withdrawal of any such demand and (ii) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, none of the shares of MYR Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders (other than GPU or the Merger Subsidiary or any corporate affiliate of either of them) who shall not have voted those shares of MYR Common Stock in favor of the Merger and who are entitled by applicable Delaware law to appraisal rights, and who shall have delivered a written demand for appraisal of those shares of MYR Common Stock in the manner provided in Section 262 of the DGCL ("Dissenting Shares Shares") shall be converted into the right to receive from receive, or be exchangeable for, the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLMerger Consideration; provided, however, Shares that are (a) if any holder of Dissenting Shares at the Effective Time shall subsequently deliver a written withdrawal of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal of those shares of MYR Common Stock (with the written approval of MYR, if such withdrawal is not tendered within 60 days after the Effective Time), or lose (b) if any holder fails to establish his right of entitlement to appraisal rights as provided in the Chapter 13 Section 262 of the CGCLDGCL or (c) if neither any holder of Dissenting Shares nor the surviving corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder or holders shall forfeit the right to appraisal of those shares of MYR Common Stock and each such share shall thereupon be deemed to be convertedhave been converted into the right to receive, and to have become exchangeable for, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationConsideration.

Dissenting Shares. Any (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common 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 or consented to the Merger and who shall have delivered a written demand for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal and payment under the DGCL (the "Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation such Merger Consideration, but shall be entitled to receive the consideration as may shall be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 Section 262 of the CGCLDGCL; provided, however, Shares that are Dissenting Shares that, if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder's shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures specified Consideration set forth in Section 2.32.1(c)(ii) of this Agreement, without any interest thereon. (b) The Company shall give Parent Newco (i) prompt notice of any written demands for appraisalappraisal pursuant to Section 262 received by the Company, withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLDGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of ParentNewco, settle make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.SECTION 2.3

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, shares of the Common Stock that are outstanding immediately prior to the Effective Time and which are held by holders who shall not have voted in favor of adoption of this Agreement or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL and who have not withdrawn such demand (collectively, the “Dissenting Shares Shares”) shall not be converted into or represent the right to receive from the Surviving Corporation consideration set forth in Article III. Such holders shall be entitled to receive such consideration as may be is determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 Shares in accordance with the provisions of Section 262 of the CGCL; providedDGCL, however, Shares except that are all Dissenting Shares at the Effective Time held by holders who shall have failed to perfect or who effectively shall have withdrawn, waived or lost their rights to appraisal of such shares under Section 262 of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, DGCL shall thereupon be deemed to be convertedhave been converted into and to have become exchangeable for, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures consideration specified in Section 2.33.1, without any interest thereon, upon surrender, in the manner provided in Section 3.2, of the certificate or certificates that formerly evidenced such Dissenting Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL. The Company shall give Parent Buyer (ia) prompt notice of any written demands for appraisalappraisal received by the Company, withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLDGCL. The Company will not voluntarily shall not, except with the prior written consent of Buyer, make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, shares of Company Capital Stock outstanding immediately prior to the Effective Time and owned by a holder who is entitled to demand and has properly demanded appraisal of such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation Company Stockholder Consideration, and shall instead represent the right to receive payment of the fair value of such consideration Dissenting Shares in accordance with and to the extent provided by Section 262 of 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 determined granted to them under the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses such holder’s right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be due with respect to each paid the fair value of such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are shall cease and such Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be have been converted, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares Company Stockholder Consideration (as if such share was subject to a Stock Election) upon the terms and conditions set forth in accordance with the procedures specified in Section 2.3this Agreement. The Company shall give Parent (i) Acies prompt notice of any written demands received by the Company for appraisalappraisal of shares of Company Capital Stock, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company and (ii) relating to rights to be paid the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 fair value of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationDissenting Shares.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding any provision of this Agreement to the right contrary, if required by the DGCL, but only to receive from the Surviving Corporation such consideration as may be determined extent required thereby, shares of Company Capital Stock which are issued and outstanding immediately prior to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and which are held by a holder holders of such shares of Company Capital Stock who shall, after have properly exercised appraisal rights with respect thereto in accordance with the Effective Time of DGCL (the Merger, withdraw his demand “Dissenting Shares”) shall not be exchangeable for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares applicable Purchase Price-To Owners at Closing, and holders of such shares of Company Capital Stock shall be entitled to receive payment from the Surviving Corporation of the appraised value of such shares of Company Capital Stock in accordance with the procedures specified in Section 2.3provisions of the DGCL unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Company Capital Stock shall thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive Merger consideration hereunder, without any interest thereon. The Company shall give Parent (i) and Merger Sub prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLCompany. The Company will not shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, or settle or offer to settle any such demandsdemand. It For clarity, it is understood acknowledged and agreed that all costs associated with any proceeding involving the obligation exercise of appraisal rights, and any amounts required to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of paid by the Surviving Corporation to enable it a holder of Dissenting Shares in excess of the amount otherwise to perform and discharge be paid to such holder pursuant to Section 2.6, will be borne by the Surviving Corporation (without any such obligationrecourse to any claim against the General Escrow Account or otherwise therefor).

Dissenting Shares. Any Shares of Lightscape Common or Lightscape ----------------- Preferred that have not been voted for adoption of this Agreement and with respect to which appraisal rights shall have been properly perfected in accordance with Section 262 of the Delaware Corporation Law (the "Dissenting ---------- Shares") shall not be converted into the right to receive the Merger ------ Consideration in accordance with this Agreement at or after the Effective Time, unless and until the holder of such Dissenting Shares withdraws such holder's demand for such appraisal in accordance with Section 262(k) of the Delaware Corporation Law or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw in accordance with Section 262(k) of the Delaware Corporation Law or such holder's demand for such appraisal or shall become ineligible for such appraisal, then, as of the later of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal Consideration into which such holder's Lightscape Common or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, Lightscape Preferred was converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 this Agreement. Any amounts to be paid to holders of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings Dissenting Shares with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL Dissenting Shares shall be exclusively that of paid by the Surviving Corporation Corporation. Agreement and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital Plan of the Surviving Corporation to enable it to perform and discharge any such obligation.Merger -- Page 8 Execution Copy --------------

Dissenting Shares. Any (a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and held by Stockholders who shall not have voted in favor of the Merger or consented thereto in writing and who are entitled to demand and shall have demanded properly in writing appraisal for such shares in accordance, and who comply in all respect with Section 262 of the DGCL (collectively, the “Dissenting Shares Shares“) shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into represent the right to receive the Merger Shares Consideration set forth in Section 2.01. Such Stockholders shall be entitled to receive only the fair value of such shares in accordance with the procedures provisions of Section 262 of the DGCL, unless and until such Stockholders shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL. If any holder of Dissenting Shares shall have failed to perfect or shall have withdrawn or lost his, her, or its rights to appraisal of such shares under Section 262 of the DGCL, 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 Merger Consideration specified in Section 2.3. The Company shall give Parent (i) prompt notice of 2.01, without any written demands for appraisalinterest thereon, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 upon surrender, in the manner provided in Section 2.03, of the CGCL received by the Company Certificate or Certificates that formerly evidenced such Dissenting Shares and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to remain liable for the capital payment of the Surviving Corporation Merger Consideration for such shares of Company Common Stock. At the Effective Time, any holder of Dissenting Shares shall cease to enable it to perform and discharge have any such obligationrights with respect thereto except the rights provided in Section 262 of the DGCL as described in this Section 2.05.

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding anything in this Agreement to the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, howevercontrary, Shares that are Dissenting Shares at issued and outstanding immediately prior to the Effective Time of the Merger and are held by a holder (a "Dissenting Stockholder"), if any, who shallhas the right to demand, and who properly demand, an appraisal of such shares in accordance with Section 262 of the DGCL or any successor provision ("Dissenting Shares") shall not be converted into a right to receive the Merger Consideration unless such Dissenting Stockholder fails to perfect or otherwise loses or withdraws such Dissenting Stockholder's right to such appraisal, if any. Provided the holder of any Dissenting Shares complies with the provisions of the DGCL, such holder shall have with respect thereto solely the appraisal rights provided under Section 262 of the DGCL. If, after the Effective Time Time, such Dissenting Stockholder fails to perfect or otherwise loses or withdraws any such right to appraisal, each such share of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, such Dissenting Stockholder shall be deemed to be converted, treated as a share that had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with the procedures specified in this Section 2.31.8. The Company shall give Parent (i) prompt notice to Purchaser of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of any Dissenting Shares, and (ii) Purchaser shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of ParentPurchaser, which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any (a) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a Company stockholder who (A) has not voted such shares in favor of the Merger; (B) shall have delivered a written demand for appraisal of such shares in the manner provided for in Section 262 of the DGCL; and (C) shall not have effectively withdrawn or lost such right to appraisal as of the Effective Time (the "Dissenting Shares"), shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall be converted into the right to receive payment therefor from the Surviving Corporation such consideration as may be determined to be due in accordance with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLDGCL; provided, however, Shares that are (1) if any such holder of Dissenting Shares at the Effective Time shall have failed to establish such holder's entitlement to appraisal rights as provided in Section 262 of the Merger and are held by a DGCL; (2) if any holder who shall, after the Effective Time of the Merger, withdraw Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lose lost his right of to appraisal as provided in the Chapter 13 and payment for his Dissenting Shares under Section 262 of the CGCLDGCL; or (3) 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 for the filing of such petition in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such Dissenting Shares, and each such Dissenting Share shall be deemed to be convertedhave been converted into, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares Consideration, without any interest thereon, upon surrender, in accordance with the procedures specified manner provided in Section 2.3. The Company shall give Parent (i) prompt notice 2.7 of any written demands for appraisalthis Agreement, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle Certificate or offer to settle any Certificates that formerly evidenced such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationshares.

Dissenting Shares. Any Notwithstanding anything herein to the contrary, shares of Consumers Common Stock that are outstanding immediately prior to the Effective Date and that are held by shareholders, if any, who are entitled to assert a right to dissent from the Merger and who demand and validly perfect their rights to receive the "fair value" of their shares with respect to the Merger under Section 1574 of the BCL (the "Dissenting Shares") shall be entitled solely to the payment of the "fair value" of such shares in accordance with the provisions of the BCL; except that (i) if such demand to receive "fair value" shall be withdrawn upon the consent of the Surviving Corporation, (ii) if the Plan of Merger shall be terminated, or the Merger shall not be consummated, (iii) if no demand or petition for the determination of "fair value" by a court shall have been made or filed within the time provided in the provisions of the BCL or (iv) if a court of competent jurisdiction shall determine that such holder of Dissenting Shares is not entitled to the relief provided by the provisions of the BCL, the right of such holder of Dissenting Shares to be paid "fair value" of his shares of Consumers Common Stock shall cease and with respect to clauses (i), (iii) and (iv) above, such Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall thereupon be deemed to be convertedhave been converted into and to have become exchangeable for, as of the Effective Time of the MergerDate, into the right to receive the Merger Shares in accordance Consideration with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of respect thereto, without any written demands for appraisalinterest thereon, withdrawals of demands for appraisal and any other instruments served pursuant with respect to Chapter 13 of the CGCL received by the Company and clause (ii) above, the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 status of the CGCL. The Company will not voluntarily make any payment with respect such shareholder shall be restored retroactively without prejudice to any demands for appraisal and will not, except with corporate proceeding which may have been taken during the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationinterim.

Dissenting Shares. Any Notwithstanding Section 2.02 or any other provision of this Agreement to the contrary, Company Shares (other than Shareholder Shares) that have not been voted in favor of the adoption of this Agreement and with respect to which dissenters' rights shall have been demanded and perfected in accordance with Sections 0-000-000 to 0-000-000 of the CBCA and not withdrawn ("Dissenting Shares shall Shares") will not be converted into the right to receive from the Surviving Corporation Merger Consideration at or after the Effective Time, but such Company Shares will be converted into the right to receive such consideration as may be determined to be due with respect to each such holders of Dissenting Share Shares pursuant to Chapter 13 of the CGCLCBCA; provided, however, Shares that are if the holder of such Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw withdraws his or her demand for such appraisal or lose his right of becomes ineligible for such appraisal as provided in the Chapter 13 of the CGCL(through failure to perfect or otherwise), shall be deemed to be convertedthen, as of the Effective Time or the occurrence of the Mergersuch event, whichever last occurs, such holder's Dissenting Shares will automatically be converted into and represent the right to receive the Merger Shares in accordance with the procedures specified Consideration, without any interest thereon, as provided in Section 2.32.02(a). The Company shall will give the Parent (ia) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL Company Shares received by the Company and (iib) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 any such demands. Prior to the Effective Time, the Company will not, without the prior written consent of the CGCL. The Company will not voluntarily Parent, make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parentor settle, settle or offer to settle or otherwise negotiate, any such demands. It is understood The parties hereto agree and agreed acknowledge that the obligation Majority Shareholders have agreed to make vote for the Merger and not to perfect any payment under Chapter 13 of dissenters' rights, all as provided in the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationPHNS Option Agreement.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, including Section 2.8, Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.8(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised dissenters’ rights in accordance with Section 16-10a-1302 et seq. of the Utah Act (such Shares being referred to collectively as the “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights under the Utah Act with respect to such Shares) shall not be converted into the a right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 a portion of the CGCLMerger Consideration, but instead shall be entitled to only such rights as are granted by Section 16-10a-1302 et seq. of the Utah Act; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shallif, after the Effective Time Time, such holder fails to perfect, withdraws or loses such holder’s right to dissent pursuant to Section 16-10a-1302 et seq. of the Merger, withdraw his demand for appraisal Utah Act or lose his right if a court of appraisal as competent jurisdiction shall determine that such holder is not entitled to the relief provided in the Chapter 13 by Section 16-10a-1302 et seq. of the CGCLUtah Act, such Shares shall be deemed to be converted, treated as if they had been converted as of the Effective Time of the Merger, into the right to receive the portion of the Merger Shares in accordance with the procedures specified in Consideration, if any, to which such holder is entitled pursuant to Section 2.32.8(b), without interest thereon. The Company shall give Parent (i) provide Holdings prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of Shares, any withdrawal of any such demand and (ii) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the Utah Act that relates to such demand, and Holdings shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment shall give notice to Stockholders of their right to dissent and such notice shall comply with respect to any demands for appraisal and will not, except Section 16-10-a-1322 of the Utah Act. Except with the prior written consent of ParentHoldings, the Company shall not make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares held by a person (a “Dissenting Stockholder”) who is entitled to appraisal rights under Section 262 of the DGCL and has complied with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of such Shares (“Dissenting Shares”) shall not be converted into the right to receive from the Surviving Corporation Merger Consideration as described in Section 2.01(a)(i), but shall become the right to receive the fair value of such consideration as may be determined Shares pursuant to be due with respect to each the procedures set forth in Section 262 of the DGCL. If such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Stockholder withdraws such Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his Stockholder’s demand for appraisal or lose his fails to perfect or otherwise loses such Dissenting Stockholder’s right of appraisal as provided with respect to such Shares, in any case pursuant to the Chapter 13 of the CGCLDGCL, such Shares shall be deemed to be converted, converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with Consideration for each such Share, without interest, upon surrender of the procedures specified in Certificate formerly representing such Share, and subject to Section 2.32.05. The Company shall give Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of Shares received by the Company, withdrawals or attempted withdrawals of such demands and any other instruments instruments, notices or demands served on the Company pursuant to Chapter 13 Section 262 of the CGCL received by DGCL and Parent shall have the Company and (ii) the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that , waive any failure to timely deliver a written demand for appraisal under the obligation DGCL, approve any withdrawal of any such demands or propose or agree to make do or commit to do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any If appraisal rights are available under the Delaware GCL to holders of shares of capital stock of the Company in connection with the Merger, any issued and outstanding share of capital stock of the Company which has not been voted upon for approval of the Merger and with respect to which appraisal rights shall have been properly demanded in accordance with Section 262 of the Delaware GCL (the "Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation Merger Consideration, if any, and the holders thereof shall have only such consideration rights as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 are provided in Subchapter IX of the CGCL; provided, however, Shares that are Delaware GCL unless and until the holder of such shares of capital stock of the Company withdraws his demand for such appraisal rights or otherwise loses his appraisal rights. If a holder of Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, shall properly withdraw his demand for appraisal rights or shall otherwise lose his right of appraisal as provided in the Chapter 13 of the CGCLrights, shall be deemed to be convertedthen, as of the Effective Time or the occurrence of the Mergersuch event, into the right whichever last occurs, such Dissenting Shares shall cease to receive the Merger be Dissenting Shares in accordance with the procedures specified in Section 2.3and shall be cancelled and retired and shall cease to exist. The Company shall give Parent (i) prompt written notice of any written demands for appraisal, withdrawals of dissenter's demands for appraisal or payment, attempted withdrawals of such demands and any other instruments served pursuant to Chapter 13 of the CGCL applicable law received by the Company relating to dissenter's rights; and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal dissenters under Chapter 13 of the CGCLDelaware GCL. The Company will not shall not, without the prior written consent of the Parent, voluntarily make any payment with respect to any demands for appraisal and will notpayment by any holder of Dissenting Shares, except with the prior written consent of Parent, settle or offer to settle or settle any such demands or approve any withdrawal of such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, shares of Company Stock issued and outstanding immediately prior to the Effective Time held by a holder (if any) who has the right to demand payment for and an appraisal of such shares in accordance with Section 262 of the DGCL (or any successor provision) (“Dissenting Shares Shares”) shall not be converted into a right to receive Net Merger Consideration (but shall have the rights set forth in Section 262 of the DGCL (or any successor provision)) unless such holder fails to perfect or otherwise loses such holder’s right to such payment or appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such share of such holder shall be treated as a share that had been converted as of the Effective Time into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; providedNet Merger Consideration, howeverwithout interest, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in this Section 2.32.1. The Company shall give Parent Buyer (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL Company Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLany such demands. The Company will not voluntarily shall not, without the prior written consent of Buyer, make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parentor settle, settle or offer to settle or otherwise negotiate, any such demands. It is understood and agreed that For the obligation avoidance of doubt, by consenting to make any payment under Chapter 13 the terms of the CGCL shall be exclusively that Merger, pursuant to Section 2.6, the Indemnifying Stockholders agree to receive the Total Indemnifying Stockholder Merger Consideration and no more, in exchange for their shares of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge Company Stock as set forth herein without any such obligation or to reimburse or make any contribution to the capital reservation of the Surviving Corporation to enable it to perform and discharge any such obligationtheir appraisal rights.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation such consideration Class A Merger Consideration or Class B Merger Consideration, as may applicable, as provided in Section 3.01, but instead, at the Effective Time, by virtue of the Merger, (i) all Dissenting Shares shall no longer be determined outstanding and shall automatically be canceled and shall cease to be due exist, and (ii) each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights granted to them by Section 262 of the DGCL (“Section 262”). Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to such appraisal of such holder’s Dissenting Shares under Section 262 shall cease and each such Dissenting Share pursuant shall be deemed to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares have been converted at the Effective Time of the Merger into, and are held by a holder who shallshall have become, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Class A Merger Shares in accordance with the procedures specified Consideration or Class B Merger Consideration, as applicable, as provided in Section 2.33.01. The Company shall give Parent (i) deliver prompt notice to Parent of any written demands for appraisal, withdrawals of demands for appraisal of any shares of Common Stock, and any other instruments served pursuant Parent shall have the right to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of such demands. Prior to the CGCL. The Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation , or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Dissenting Shares Notwithstanding anything in this AGREEMENT to the contrary, the BMF common shares which are outstanding immediately before the EFFECTIVE TIME and which are held by shareholders who shall not have voted such shares in favor of this AGREEMENT, who shall have delivered to WFC or BMF a written demand for appraisal of such shares in the manner provided in Section 552.14 of the OTS Regulations and who shall have otherwise complied fully with all of the requirements of Section 552.14 of the OTS Regulations shall not be converted into or be exchangeable for the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLprovided in this AGREEMENT; provided, however, Shares that are Dissenting Shares at (i) each of such shares (hereinafter referred to as the Effective Time "DISSENTING SHARES") shall nevertheless be cancelled and extinguished in accordance with this AGREEMENT; (ii) the holder of DISSENTING SHARES, upon full compliance with the requirements of Section 552.14 of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCLOTS Regulations, shall be deemed entitled to be converted, as payment of the Effective Time appraised value of the Merger, into the right to receive the Merger Shares such shares in accordance with the procedures specified provisions of Section 552.14 of the OTS Regulations; and (iii) in the event (I) any holder of DISSENTING SHARES shall subsequently withdraw such holder's demand for appraisal of such shares within sixty days after the EFFECTIVE TIME or shall fail to establish such holder's entitlement to appraisal rights in accordance with Section 552.14 of the OTS Regulations or (II) any holder of DISSENTING SHARES has not filed a petition demanding a determination of the value of such shares within the period provided in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 552.14 of the CGCL received by OTS Regulations, such holder shall forfeit the Company right to appraisal of such shares and (ii) the opportunity such shares shall thereupon be deemed to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.have

Dissenting Shares. Any Dissenting Shares shall be converted into Notwithstanding any provision of this Agreement to the right contrary, each Share issued and outstanding immediately prior to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time whose holder has not voted or consented in favor of the Merger and are held by a holder who shall, after has demanded and perfected such holder’s right to appraisal of such Shares in accordance with the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be convertedDGCL and, as of the Effective Time Time, has not effectively withdrawn or lost such appraisal rights (“Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration into which Shares are converted pursuant to Section 1.6(b) hereof, but the holder thereof shall be entitled only to such rights as are granted by the DGCL. Notwithstanding the immediately preceding sentence, if any holder of Shares who demands appraisal rights with respect to its Shares under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) its appraisal rights, then as of the MergerEffective Time or the occurrence of such event, whichever later occurs, such holder’s Shares will automatically be converted into and represent only the right to receive the Merger Shares in accordance with the procedures specified Consideration as provided in Section 2.31.6(b) hereof, without interest thereon, upon surrender of the Certificate or Certificates or Book-Entry Shares formerly representing such Shares, in the manner provided in Section 1.7 hereof. The Company shall give Parent Purchaser (i) prompt written notice of any written demands demand or notice of intent to demand appraisal for appraisalany Shares, withdrawals of demands for appraisal such notices, and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company in respect of Dissenting Shares, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLfor Shares. The Company will not shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle for Shares or offer to settle or settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Common Stock held by a Stockholder who has exercised and perfected appraisal rights for such Company Common Stock in accordance with Section 262 of the DGCL and who has not effectively withdrawn or lost such appraisal rights ("Dissenting Shares"), shall not be converted into or represent a right to receive the consideration set forth in Section 1.6 hereof, but the holder shall only be entitled to such rights as are provided by the DGCL. Notwithstanding the provisions of Section 1.8(a) hereof, if any holder of Dissenting Shares shall be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, effectively withdraw his demand for appraisal or lose his right of (through failure to perfect or otherwise) such holder's appraisal as provided in rights under the Chapter 13 of the CGCLDGCL, shall be deemed to be convertedthen, as of the later of the Effective Time and the occurrence of the Mergersuch event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Shares in accordance with the procedures specified consideration set forth in Section 2.31.6 hereof, without interest thereon, upon surrender of the certificate(s) representing such shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands demand for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company pursuant to the applicable provisions of the DGCL; and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will shall not, except with the prior written consent of Parent, settle make any payment with respect to any such demands or offer to settle or settle any such demands. It is understood and agreed To the extent that Parent or the obligation to make Company makes any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that or payments to any Dissenting Shares, Parent shall be entitled to recover under no obligation to perform and discharge any the terms of Article VII hereof the aggregate amount by which such obligation payment or to reimburse or make any contribution to payments exceed the capital aggregate consideration that otherwise would have been payable in respect of the Surviving Corporation to enable it to perform and discharge stock of any such obligationDissenting Shares.

Dissenting Shares. Any Notwithstanding any provisions of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a Company Stockholder who has not approved of the Merger by written consent and, with respect to which, appraisal rights shall have been duly exercised in accordance with Section 607.1320 of the FBCA ("Dissenting Shares") shall not be converted into a right to receive the Merger Consideration. The holders of Dissenting Shares shall be converted into entitled only to such rights as are granted by Section 607.1320 of the right FBCA. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 607.1320 of the FBCA shall receive payment therefor from the Surviving Corporation such consideration as may be determined to be due in accordance with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCLFBCA; provided, however, Shares that are (i) if any such holder of Dissenting Shares at the Effective Time shall have failed to establish his or its entitlement to appraisal rights as provided in Section 607.1320 of the Merger and are held by a FBCA, (ii) if any such holder who shall, after the Effective Time of the Merger, withdraw Dissenting Shares shall have effectively withdrawn his or its demand for appraisal of such Shares or lose lost his or its right to appraisal and payment for his or its Shares under Section 607.1320 of appraisal as the FBCA 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 the Chapter 13 Section 607.1320 of the CGCLFBCA, such holder shall forfeit the right to appraisal of such Shares and each such Share shall be deemed to be treated as if such Share had been converted, as of the Effective Time of the MergerTime, into the a right to receive receive, subject to the provisions of Section 1.10 hereof, the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisalConsideration, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will notwithout interest thereon, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of from the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationas provided in Section 1.07(a) hereof.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Shares that are held by shareholders who shall not have voted such Shares in favor of adoption and approval of the Merger and this Agreement and who, prior to the taking of a vote of the shareholders on the adoption and approval of the Merger and this Agreement, shall have delivered to Target a written objection to the Merger in the manner provided in Article 5.12 of the TBCA and who shall have delivered to the Surviving Corporation a written demand for payment of the fair value of such Shares in the manner provided in Article 5.12 ("Dissenting Shares Shares") shall not be converted into the right to receive from Parent Common Stock, but the Surviving Corporation such consideration as may holders thereof shall be determined entitled to be due with respect to each such Dissenting Share pursuant to Chapter 13 payment of the CGCLfair value of such Shares in accordance with the provisions of Article 5.12; provided, however, Shares that are (i) if any holder of Dissenting Shares at the Effective Time shall subsequently deliver a written withdrawal of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for payment of the fair value of such Dissenting Shares (with the written consent of the Surviving Corporation, if such consent is required by the TBCA), or (ii) if any holder fails to establish his entitlement to appraisal or lose his right of appraisal rights as provided in the Chapter 13 Article 5.12 and Article 5.13, or fails strictly to comply with any other applicable provision of the CGCLTBCA, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition asking for a finding and determination of the fair value of all Dissenting Shares within the time provided in Article 5.12, such holder or holders (as the case may be) shall forfeit the right to appraisal of such Dissenting Shares and such Dissenting Shares shall thereupon be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.have

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Dissenting Shares shall not be converted into the right to receive from the Surviving Corporation such consideration as may or be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand exchangeable for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Consideration, but, instead, the holder thereof shall be entitled to RECEIVE SUCH CONSIDERATION AS SHALL BE DETERMINED PURSUANT TO SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW; PROVIDED, HOWEVER, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost its rights to dissent under the Delaware General Corporation Law, each of such holder's Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration (without any interest thereon) in accordance with Section 2(d)(v) and such holder shall forfeit its appraisal rights provided by Section 262 of the procedures specified in Section 2.3Delaware General Corporation Law. The Company Infinop shall give Parent (i) prompt Vianet and Labs notice of any written demands for appraisal, withdrawals of demands for appraisal all such Dissenting Shares and any other instruments served pursuant Vianet shall have the right to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will payment by the holder of any Dissenting Shares. Infinop shall not, except with the prior written consent of ParentVianet, voluntarily make or agree to make any payment with respect to, or settle or offer to settle settle, any such demandsdemands for payment. It is understood At and agreed that the obligation to make any payment under Chapter 13 as of the CGCL shall be exclusively that of Effective Time, the Surviving Corporation shall assume and that Parent shall be under no obligation to perform responsible for the satisfaction and discharge any such obligation or of all appraisal rights to reimburse or make any contribution to the capital which holders of Dissenting Shares may be entitled under Section 262 of the Surviving Delaware General Corporation to enable it to perform and discharge any such obligationLaw.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, if the stockholders of Autoweb are entitled to appraisal rights under Delaware Law, then shares of the Autoweb Common Stock with respect to which appraisal rights have been demanded and perfected in accordance with Section 262(d) of Delaware Law (the "Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, Consideration at or after the Effective Time Time, and the holder thereof shall be entitled only to such rights as are granted by Delaware Law. Notwithstanding the preceding sentence, if any holder of shares of the Merger, Autoweb Common Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw his demand for such appraisal (in accordance with Section 262(k) of Delaware Law) or lose his right of becomes ineligible for such appraisal as provided in the Chapter 13 of the CGCL, shall be deemed (through failure to be convertedperfect or otherwise) then, as of the Effective Time or the occurrence of such event, whichever is the Mergerlast to occur, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Shares Consideration as provided in accordance with the procedures specified in this Section 2.31.6. The Company Autoweb shall give Parent Autobytel (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments instrument served pursuant to Chapter 13 Section 262 of the CGCL Delaware Law received by the Company Autoweb and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationSection.

Dissenting Shares. Any To the extent that appraisal rights are available under the MGL, shares of PureSpeech Capital Stock that are issued and outstanding immediately prior to the Effective Date and that have not been voted for adoption of the Merger and with respect of which appraisal rights have been properly demanded in accordance with the applicable provisions of the MGL ("Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares provided for in Sections 2.1 and 2.2 at the Effective Time of the Merger and are held by a holder who shall, or after the Effective Time Date unless and until the holder of the Merger, withdraw such shares withdraws his demand for such appraisal or lose his right of appraisal as provided (in accordance with the Chapter 13 applicable provisions of the CGCLMGL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares withdraws his demand for such appraisal (in accordance with the applicable provisions of the MGL) or becomes ineligible for such appraisal, shall be deemed to be convertedthen, as of the Effective Time Date or the occurrence of the Mergersuch event, whichever later occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Shares consideration provided for in accordance with Sections 2.1 and 2.2. If any holder of PureSpeech Capital Stock shall assert the procedures specified in Section 2.3. The Company right to be paid the fair value of such PureSpeech Capital Stock as described above, PureSpeech shall give Parent (i) prompt VCS notice of any written demands for appraisalthereof, withdrawals of demands for appraisal and any other instruments served pursuant VCS shall have the right to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLany such demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will PureSpeech shall not, except with the prior written consent of ParentVCS, voluntarily make any payment with respect to, or settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.to

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a record or beneficial holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares shall Shares”) will not be converted into the right to receive from the Surviving Corporation such consideration as may be determined Merger Consideration, and will instead represent the right to be due with respect to each receive only the payment of the appraised value of such Dissenting Share pursuant to Chapter 13 Shares held by them as determined by the Delaware Court of Chancery in accordance with Section 262 of the CGCL; providedDGCL. If any such holder fails to perfect or otherwise waives, howeverwithdraws or loses his, Shares that are her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares at the Effective Time of the Merger will cease and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall such Dissenting Shares will be deemed to be have been converted, as of the Effective Time of the MergerTime, into and will be exchangeable solely for the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3Consideration, without interest, and shall no longer be Dissenting Shares. The Company shall will give Parent (i) prompt notice of any written demands received by the Company for appraisalappraisal of Shares, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and (ii) Parent will have the opportunity right to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under Chapter 13 of the CGCLsuch demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands. It is understood and agreed that the obligation , or approve any withdrawal of any such demands, or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, if required by the ORC, but only to the extent required thereby, shares of Company Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares of Company Stock who have properly exercised appraisal rights with respect thereto in accordance with the ORC (the “Dissenting Shares Shares”) shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into represent the right to receive the Merger Shares Closing Consideration, and holders of such shares of Company Stock shall be entitled to receive payment of the fair value of such shares of Company Stock in accordance with the procedures specified in Section 2.3provisions of the ORC unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the ORC. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Company Stock shall thereupon be treated as if they had been converted into and represent, at the Effective Time, the right to receive the applicable Merger Consideration, without any interest thereon. The Company shall give Parent (i) Buyer and Merger Sub prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLCompany. The Company will not shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, or settle or offer to settle any such demandsdemand. It is understood Any Stockholder who becomes entitled under the ORC to payment for Dissenting Shares shall receive payment therefor from the Paying Agent (up to the amount set forth in the Consideration Spreadsheet attributable to the Dissenting Shares) and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation after the amount thereof shall have been agreed upon or finally determined pursuant to the ORC and that Parent any such Dissenting Shares shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationcancelled.

Dissenting Shares. Any (a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any stockholder who has delivered to the Company, prior to the vote of stockholders at the Stockholders Meeting, a written notice in accordance with Section 262 of the DGCL, of such stockholder's intent to demand payment for such stockholder's shares of Company Common Stock if the Merger is effected and who shall have not voted such shares of Company Common Stock in favor of the approval and adoption of this Agreement and who shall otherwise be entitled to demand appraisal and shall have duly complied with all the requirements of such Section 262 (collectively, the "Dissenting Shares Shares") shall not be converted or exchangeable into the right to receive the Merger Consideration pursuant to SECTION 2.7(a), but instead shall be converted into the right to receive payment of the fair value of such Dissenting Shares from the Surviving Corporation such consideration as may be determined to be due in accordance with respect to each such Dissenting Share pursuant to Chapter 13 the provisions of Section 262 of the CGCLDGCL; provided, however, Shares that are if such stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to demand and obtain payment under Section 262 of the DGCL or a court of competent jurisdiction shall have determined that such stockholder is not entitled to the relief provided by said section, then the right of such holder of Dissenting Shares at to be paid the Effective Time fair value of the Merger such stockholders Dissenting Shares shall cease and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, such Dissenting Shares shall thereupon be deemed to be convertedhave been converted into, as of the Effective Time of the MergerTime, into the right to receive the Merger Shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served Consideration pursuant to Chapter 13 SECTION 2.7(a), without any interest thereon, upon surrender of the CGCL received by the Certificate or Certificates representing such shares of Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationCommon Stock.

Dissenting Shares. Any Dissenting Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive from the Merger Consideration as provided in Section 2.1(b), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 Company of the CGCL“fair value” of such Appraisal Shares in accordance with Section 262; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a if any such holder who shall, after the Effective Time of the Mergershall fail to perfect or otherwise shall waive, withdraw his demand for appraisal or lose his the right to appraisal under Section 262, then the right of appraisal as provided in such holder to be paid the Chapter 13 fair value of the CGCL, such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to be converted, have been converted as of the Effective Time of the Mergerinto, into and to have become exchangeable solely for the right to receive receive, the Merger Shares in accordance with the procedures specified Consideration as provided in Section 2.32.1(b), without interest. The Company shall give Parent (i) prompt notice to Parent of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of any shares of Company Common Stock, and (ii) Parent shall have the opportunity right to direct all negotiations and proceedings Proceedings with respect to demands for appraisal under Chapter 13 such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of the CGCL. The Company will Parent (which consent shall not voluntarily be unreasonably withheld, delayed or conditioned), make any payment with respect to any demands for appraisal and will notto, except with the prior written consent of Parent, or settle or offer to settle settle, any such demands. It is understood and agreed that the obligation , or agree to make do any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationforegoing.

Dissenting Shares. Any Holders of issued and outstanding shares of Company Common Stock who have complied with all the requirements for perfecting dissenters' rights, as required under the New York Business Corporation Law, shall not receive a portion of the Merger Consideration, as set forth in Section 2.3(a), but shall be entitled to their rights under New York Business Corporation Law with respect to such shares (the "Dissenting Shares"). Notwithstanding the foregoing, if any holder of Dissenting Shares shall be converted into effectively withdraw or lose (through failure to perfect or otherwise) the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provideddissent, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be convertedthen, as of the later of the Effective Time and the occurrence of the Mergersuch event, such holder's issued and outstanding shares of Company Common Stock shall automatically be converted into and represent only the right to receive the portion of the Merger Consideration to which such holder is then entitled under this Agreement and the New York Business Corporation Law, without interest thereon and upon Surrender of the certificate representing such shares of Company Common Stock. Notwithstanding any provision of this Agreement to the contrary, any Dissenting Shares held by a shareholder of the Company who has perfected dissenter's rights for such shares in accordance with the procedures specified in Section 2.3. The Company New York Business Corporation Law shall give Parent (i) prompt notice not be entitled to its portion of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served the Merger Consideration pursuant to Chapter 13 this Section 2.4.4. Each holder of Dissenting Shares who, pursuant to the New York Business Corporation Law, becomes entitled to payment of the CGCL received value of the Dissenting Shares owned by such holder will receive payment therefor but only after the Company and (ii) value therefor has been agreed upon or finally determined pursuant to the opportunity to direct all negotiations and proceedings New York Business Corporation Law. Any portion of the Merger Consideration, as adjusted, that would otherwise have been payable with respect to demands for appraisal under Chapter 13 of the CGCL. The Company Dissenting Shares if such shares were not Dissenting Shares will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of be retained by Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to and has demanded and perfected his right of appraisal for such Shares in accordance with Section 262 of the DGCL (the "Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation Merger Consideration as provided in Section 2.1(c), unless and until such consideration as may be determined holder withdraws or otherwise loses his right to be due with respect to each such Dissenting Share pursuant to Chapter 13 an appraisal of the CGCL; providedShares and payment under the DGCL. Such Shares instead shall, however, Shares that are Dissenting Shares at from and after the Effective Time Time, represent only the right to receive payment of the Merger and are held by a holder who shallappraised value of such Shares in accordance with the provisions of such Section 262 of the DGCL, except that if, after the Effective Time Time, any such holder withdraws or loses his right to an appraisal of the MergerShares under the DGCL, withdraw his demand for appraisal or lose his right of appraisal such Shares shall thereupon be treated as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, if they had been converted as of the Effective Time of the Merger, into the right to receive the Merger Shares in accordance Consideration, without interest thereon, upon surrender of the certificate or certificates formerly representing such Shares, less any required withholding of Taxes. The Company shall give all notices required under Section 262 of the DGCL and otherwise comply with the procedures specified in requirements of Section 2.3262 of the DGCL. The In addition, the Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any Shares, withdrawals of demands for appraisal such demands, and any other instruments served pursuant to Chapter 13 of the CGCL DGCL and received by the Company Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLDGCL. The Company will not shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal and will not, except with of the prior written consent of Parent, Shares or settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.

Dissenting Shares. Any Notwithstanding anything in this Agreement to the contrary, shares of capital stock of Sarnia that are outstanding immediately prior to the Effective Time and that are held by shareholders who are entitled to vote and who have not voted such shares in favor of the approval and adoption of this Agreement and the Merger and who, in accordance with section 13.1-733 of the Virginia Stock Corporation Act, shall have delivered a written notice of intent to demand payment prior to the Shareholder meeting approving the Merger and who thereafter has submitted a written demand for payment in the manner provided in Section 13.1-734 of the Virginia Stock Corporation Act and who otherwise fully complied with the Virginia Stock Corporation Act ("Dissenting Shares Shares") shall not be converted into the right to receive from the Surviving Corporation such consideration as may or be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand exchangeable for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration provided in Section 3.02 of this Agreement, but the holders of such shares shall be entitled to payment of the fair value of such shares in accordance with the procedures specified in Section 2.3. The Company shall give Parent provisions of the Virginia Stock Corporation Act; provided, however, that: (i) prompt notice if any holder of any Dissenting Shares shall subsequently deliver a written demands withdrawal of his or her demand for appraisal, withdrawals the fair value of demands for appraisal and any other instruments served pursuant to Chapter 13 such shares (with the written approval of the CGCL received by Surviving Corporation, if such withdrawal is not tendered within 60 days after the Company and Effective Time); or (ii) if any holder fails to perfect or loses his, her or its dissenter's rights as provided in the opportunity Virginia Stock Corporation Act; or (iii) if any holder of Dissenting Shares fails to direct all negotiations demand payment within the time periods provided in the Virginia Stock Corporation Act, such holder shall forfeit the right to the fair value of such shares and proceedings with respect such shares shall thereupon be deemed to demands for appraisal under Chapter 13 have been converted into and to have become exchangeable for, as of the CGCL. The Company will not voluntarily make Effective Time, the right to receive the Merger Consideration without any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationinterest thereon.

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary, the Dissenting Shares shall not be converted into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand exchangeable for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration, and holders of such shares of Company Capital Stock shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock in accordance with the procedures specified provisions of the DGCL unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, subject to the DGCL, such shares of Company Capital Stock shall thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in Section 2.3accordance with this Article II and Article III. The Company shall give Parent Acquiror (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCLappraisal. The Company will not shall not, except with the prior written consent of the Acquiror, voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, or settle or offer to settle any such demandsdemand. It is understood and agreed that The payout of consideration under this Agreement to the obligation to make any payment under Chapter 13 stockholders of the CGCL Company (other than to holders of Dissenting Shares who shall be exclusively that treated as provided in this Section 2.9 and under Delaware Law) shall not be affected by the exercise or potential exercise of appraisal rights under Delaware Law by any other stockholder of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligationCompany.

Dissenting Shares. Any Dissenting Shares shall be converted into (a) Notwithstanding any provision of this Agreement to the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 contrary, shares of the CGCL; provided, however, Shares Company Capital Stock that are Dissenting Shares at outstanding immediately prior to the Effective Time of the Merger and that are held by a holder the holders of Company Capital Stock who shall, after the Effective Time have not voted in favor of the Merger, withdraw his demand consented thereto in writing or otherwise contractually waived their rights to appraisal and who have demanded properly in writing appraisal for appraisal or lose his right of appraisal as provided such shares in the Chapter 13 accordance with Section 262 of the CGCLDGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, any portion of the Aggregate Merger Consideration payable pursuant to the terms of this Agreement. Such holders of Company Capital Stock shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by the holders of Company Capital Stock who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL shall thereupon cease to be Dissenting Shares and be deemed to be convertedhave been converted into, and to have become exchangeable for, as of the Effective Time of the MergerTime, into the right to receive any portion of the Aggregate Merger Shares Consideration payable pursuant to the terms of this Agreement, without any interest thereon, upon delivery of a Letter of Transmittal and surrender, in accordance with the procedures specified manner provided herein, of the Certificate or Certificates that formerly evidenced such shares or the execution and delivery of a lost stock certificate affidavit and indemnity agreement to the Company as set forth in Section 2.3. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation1.6(d).

Dissenting Shares. Any Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Capital Stock cancelled in accordance with Section 3.1(a)) held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Capital Stock being referred to collectively as the “Dissenting Shares Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive from the Surviving Corporation such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Chapter 13 a portion of the CGCL; provided, however, Shares that are Dissenting Shares at the Effective Time of the Aggregate Merger and are held by a holder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal as provided in the Chapter 13 of the CGCL, shall be deemed to be converted, as of the Effective Time of the Merger, into the right to receive the Merger Shares Consideration in accordance with the procedures specified in Section 2.33.1(b), without interest thereon, upon transfer of such shares. The Company shall give promptly provide Parent (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Chapter 13 of the CGCL received by the Company for appraisal of shares of Company Capital Stock, any withdrawal of any such demand and (ii) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under Chapter 13 of the CGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment under Chapter 13 of the CGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such obligation or to reimburse or make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such obligation.