Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- this Agreement, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such securities under Section 262 shall thereupon be deemed to have been converted into, as of the Effective Time, the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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, or settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding anything herein any other provision of this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL or similar appraisal or dissenters’ rights under any other applicable Law, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his or consented thereto and who properly demands in writing her demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with dissenters’ rights under Section 262 of the Delaware Code and who shall not have withdrawn DGCL or such demand or otherwise have forfeited appraisal rightsother applicable Law (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration. At the Effective Time, the Dissenting Shares"). Such stockholders Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, but the holders of such Dissenting Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of shall be determined pursuant to Section 262 of the Delaware CodeDGCL or such other applicable Law; provided, except however, that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his or her right to appraisal or dissenters’ rights and payment under the DGCL or such other applicable Law, as applicable (whether occurring before, at or after the Effective Time), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securitiesshares shall not be deemed to be Dissenting Shares. The Company shall take all actions Any payments required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code made with respect to the holders of Dissenting Shares shall be made by Parent (and not the Company Convertible Preferred Stock as of or Acquisition Sub), and the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and Aggregate Merger Consideration shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shallbe reduced, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of recordon a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Effective Time, of the Radio Broadcasting Preferred StockClosing Date. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of or dissenters’ rights respecting any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL or such other applicable Law received by the CompanyCompany relating to appraisal or dissenters’ demands, and Evergreen Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held owned by a holder Company Stockholder who is entitled to demand and has not voted properly demanded appraisal for such shares in favor of the Merger or consented thereto accordance with, and who properly demands complies in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”), shall not be converted into or the right to receive the Per Share Merger Consideration and shall instead represent the right to receive payment of the Merger Consideration therefor fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. At the Effective Time, ("i) all Dissenting Shares"). Such stockholders Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares shall be entitled to receive payment of only such rights as may be granted to him, her or it under the appraised value of DGCL. If any such shares of Company Convertible Preferred Stock Stockholder fails to perfect or Radio Broadcasting Preferred Stockotherwise waives, as the case may be, held by them in accordance with the provisions of withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the Delaware CodeDGCL or other applicable Legal Requirements, except that all then the right of such holder to be paid the fair value of such Dissenting Shares held by stockholders who shall have failed to perfect or who effectively cease and such Dissenting Shares shall have withdrawn or lost their rights to appraisal of such securities under Section 262 shall thereupon be deemed to have been converted intoconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receive, without any interest thereon, receive the applicable Per Share Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Consideration in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. this Article I. The Company shall give Evergreen BRPA prompt written notice (and in any event within two (2) Business Days) of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen BRPA shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenBRPA, make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held owned by a holder who is entitled to demand and has not voted in favor of the Merger or consented thereto and who properly demands in writing demanded appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with with, and who complies in all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”) shall not be converted into or the right to receive HighCape Common Stock, and shall instead represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with and to the provisions of extent provided by Section 262 of the Delaware CodeDGCL. At the Effective Time, except that (a) all Dissenting Shares held by stockholders who shall have failed be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or who effectively shall have withdrawn otherwise waives, withdraws or lost their rights loses such holder’s right to appraisal of such securities under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted intoconverted, as of the Effective Time, into the right to receive, without any interest thereon, receive HighCape Common Stock upon the applicable Merger Consideration, upon surrender, in the manner provided terms and conditions set forth in this Article I, of the certificate or certificates Agreement applicable to holders that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockhave not properly demanded appraisal rights. The Company shall give Evergreen HighCape prompt written notice (and in any event within two Business Days) of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen HighCape shall have the right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenHighCape, make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein Section 2.1(b), to the contrary in ----------------- this Agreementextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his or consented thereto and who properly demands in writing her demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration, but the holders of such Dissenting Shares"). Such stockholders Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of shall be determined pursuant to Section 262 of the Delaware CodeDGCL; provided, except however, that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have effectively waived, withdrawn or lost their rights his or her right to appraisal and payment under the DGCL (including through entry into an Acceptable Confidentiality Agreement), or a court of competent jurisdiction shall determine that such securities under holder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securitiesshares shall not be deemed to be Dissenting Shares. The Company shall take all actions Any payments required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code made with respect to the holders Dissenting Shares shall be made by the Surviving Corporation, and the Total Common Merger Consideration shall be reduced, on a dollar for dollar basis, as if the holder of Company Convertible Preferred Stock as such Dissenting Shares had not been a stockholder on the date of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 Merger Closing. Any portion of the Delaware Code. The Surviving Corporation shall, within ten days after Total Common Merger Consideration made available to the Effective Time, take all actions required to be taken by it Paying Agent pursuant to Section 262(d) (2) of the Delaware Code with respect 2.2 to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockpay for Dissenting Shares will be returned to Parent upon demand. The Company shall give Evergreen Parent (a) prompt written notice of any demands for appraisal received by or payment of the fair value of any shares of Company with respect to the Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and applicable Law that are received by the Company, Company relating to stockholders’ rights of appraisal and Evergreen shall have (b) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 262 of the DGCL. Prior to the Effective Time, the Company shall will not, except with without the prior written consent of EvergreenParent, voluntarily make (or cause or permit to be made on its behalf) any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by a holder stockholder who has not voted in favor of the Merger or consented thereto is entitled to demand and who properly demands in writing appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code Law (such stockholders, the “Dissenting Stockholders” and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsshares of Company Common Stock, the “Dissenting Shares”), shall not be converted into or represent be exchangeable for the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders Consideration, but instead such holder shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware CodeLaw (and, 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 at the First Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive, without any interest thereon, receive the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, fair value of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Dissenting Shares in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shallLaw), within ten days after the Effective Timeunless and until such holder shall have failed to perfect or shall have effectively waived, take all actions required withdrawn or lost rights to be taken by it pursuant to Section 262(d) (2) of appraisal under the Delaware Code with respect Law. If any Dissenting Stockholders shall have failed to all holders of recordperfect or shall have effectively waived, withdrawn or lost such rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted, as of the First Merger Effective Time, into the right to receive the Merger Consideration as provided in Section 2.04(a)(i) (and cash in lieu of the Radio Broadcasting Preferred Stockany fractional shares of Parent Common Stock and any dividends and distributions with respect thereto as contemplated by Section 2.09 and Section 2.05(f)), without interest. The Company shall give Evergreen Parent prompt written notice of any written demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to the Delaware law Law and received by the CompanyCompany relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the Delaware Law, and Evergreen Parent shall have the right to participate in direct all negotiations and proceedings with respect to all such demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisalto, or settle or offer or agree to settle, settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- this Agreement, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the foregoing provisions of Section 262 of the Delaware Code, except that all Dissenting this Article 1 any OC Shares held by stockholders Persons 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect object to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) Merger and shall otherwise comply with the provisions of Section 262 of the Delaware CodeDGCL concerning the rights of holders of OC Shares to dissent from the Merger and require appraisal of their OC Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required Each holder of Dissenting Shares who becomes entitled to be taken by it payment for such shares pursuant to Section 262(d) (2) 262 of the Delaware Code DGCL shall receive payment therefor from the Surviving Company in accordance with respect Section 262 of the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to all holders establish such holder’s entitlement to appraisal rights as provided in Section 262 of recordthe DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a OC Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Radio Broadcasting Preferred StockMerger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a OC Holder). The Company shall give Evergreen provide GTY prompt written notice of any demands for appraisal received by the Company with respect for appraisal of OC Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Convertible Preferred Stock, withdrawals prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandsdemand, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen GTY shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with Without the prior written consent of EvergreenGTY, the Company shall not voluntarily make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demandsdemand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her OC Shares for any purpose or receive payment of dividends or other distributions with respect to his or her OC Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding anything herein any provision of this Agreement to the contrary in ----------------- this Agreementcontrary, shares to the extent that holders of Company Convertible Preferred Stock or Radio Broadcasting Preferred StockShares are entitled to appraisal rights under Section 262 of the DGCL, as applicable, Shares issued and outstanding immediately prior to the Effective Time with respect to which the holder thereof has properly exercised and held by a holder who has not voted in favor of perfected the right to dissent from the Merger or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock to be paid fair value in accordance with Section 262 of the Delaware Code DGCL and who as to which, as of the Effective Time, the holder thereof has not failed to timely perfect or shall have not have effectively withdrawn such demand or otherwise have forfeited appraisal rightslost dissenters' rights under Section 262 of the DGCL (the "Dissenting Shares"), shall not be converted into or represent the a right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders into which Shares are converted pursuant to Section 1.3(b) hereof, but the holder thereof shall be entitled only to receive payment such rights as are granted by the DGCL. Notwithstanding the immediately preceding sentence, if any holder of Shares who demands dissenters' rights with respect to its Shares under the appraised value of such shares of Company Convertible Preferred Stock DGCL effectively withdraws or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who shall have failed loses (through failure to perfect or who effectively shall have withdrawn otherwise) its dissenters' rights, then as of the Effective Time or lost their rights to appraisal the occurrence of such securities under Section 262 event, whichever later occurs, such holder's Shares shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration as provided in Section 1.3(b) hereof, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, surrender of the certificate Certificate or certificates that Certificates formerly represented representing such securitiesShares, and such Shares shall no longer be Dissenting Shares. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after At the Effective Time, take all actions required any holder of Dissenting Shares shall cease to be taken by it pursuant to Section 262(d) (2) of the Delaware Code have any rights with respect to all holders thereto, except the rights provided in Section 262 of record, Delaware Law and as of the Effective Time, of the Radio Broadcasting Preferred Stockprovided in this Section 1.6. The Company shall give Evergreen Parent (i) prompt written notice of any demands notice of intent to demand fair value for appraisal received by the Company with respect to the Company Convertible Preferred Stockany Shares, withdrawals of such demandsnotices, and any other instruments served pursuant to Delaware law the DGCL and received by the Company, and Evergreen shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for fair value of Shares under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, voluntarily make any payments payment with respect to any demands for appraisal, or settle fair value of Shares or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding anything herein to the contrary contained in ----------------- this Agreement, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing made a demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn IBCA (any such demand shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited loses such holder’s appraisal rights, rights under the IBCA with respect to such shares) shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders pursuant to this Agreement, but shall be entitled only to such rights as are granted by the IBCA to a holder of Dissenting Shares. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware Code, except that all IBCA. If any Dissenting Shares held by stockholders who shall have failed lose their status as such (through failure to perfect appraisal rights under the IBCA 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 intootherwise), then, as of the later of the Effective TimeTime or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Considerationin exchange for each such share, upon surrender, surrender of the Company Stock Certificates that formerly evidenced such Dissenting Shares in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined set forth in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock1.9. The Company shall give Evergreen Parent (a) prompt written notice of any written demands for appraisal received by the payment of fair value of any shares of Company with respect to the Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the IBCA and received by the CompanyCompany relating to stockholders’ dissenters’ rights, and Evergreen shall have (b) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands under the IBCA consistent with the obligations of the Company thereunder. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, (i) make any payments payment with respect to any demands for appraisalsuch demand, (ii) offer to settle or settle any demand for payment of fair value or offer (iii) waive any failure to settle, timely deliver a written demand for payment of fair value or timely take any such demandsother action to perfect payment of fair value rights in accordance with the IBCA.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- this Agreementherein, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or any Parent Subsidiaries) and which are held by a holder holders of Company Common Stock who has shall have not voted voted, or caused or permitted to be voted, any shares of Company Common Stock in favor of adoption of the Plan of Merger or consented thereto at the Company Shareholders Meeting and who shall have properly demands asserted (and not lost or effectively withdrawn) his, her or its appraisal rights for such shares in writing appraisal accordance with Article 13 of the NCBCA (any such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of Common Stock, collectively, the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"pursuant to Section 2.01(c). Such stockholders holders of Dissenting Shares instead shall only be entitled to receive payment such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of Article 13 of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them NCBCA and in accordance with the provisions of this Section 262 of the Delaware Code2.01(g), except that all Dissenting Shares held by stockholders holders of Company Common Stock who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights his, her or its right to dissent from the Merger under Article 13 of the NCBCA shall cease to be Dissenting Shares, holders of such shares shall not be entitled to appraisal of such securities shares of Company Common Stock under Section 262 Article 13 of the NCBCA and such shares shall thereupon be deemed to have been be converted into, as of the Effective Time, into and represent the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a2.01(c)) . From and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required the Dissenting Shares shall automatically be cancelled and shall cease to be taken by it pursuant exist and any holder of Dissenting Shares shall cease to Section 262(dhave any rights with respect thereto except (i) (2) as provided in Article 13 of the Delaware Code NCBCA, (ii) as provided in the prior sentence and (iii) the right to receive payment of any dividends or other distributions with respect a record date prior to all holders the Effective Time that may have been declared or made by the Company on such Dissenting Shares in accordance with the terms of record, as this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall (i) give Evergreen Parent prompt written notice of any demands notice or demand for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Stock, Common Stock or any withdrawals of such demands, and any other instruments served pursuant to Delaware law and demands received by the Company, (ii) give Parent the opportunity to direct and Evergreen shall have the right to participate in control all negotiations and proceedings with respect to any such demands. Prior demands (provided that Parent shall reasonably consult with the Company with respect to the Effective Time, any such proceedings and the Company shall not be required to pay any amounts prior to the Closing in settlement of any such negotiations or proceedings) and (iii) not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisalto, or settle, offer to settle or offer to settle, otherwise negotiate any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Article 13 of the NCBCA shall receive cash payment therefor from the Surviving Corporation from funds provided by BATUS (but only after the amount of the consideration required therefor shall have been agreed upon or finally determined pursuant to the NCBCA).

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, Common Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted in favor of the Merger or consented thereto is entitled to demand, and who properly demands in writing demands, appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock Common Shares pursuant to, and who complies in accordance with all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsSection, “Section 262” and, such Common Shares, “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("as provided in Section 2.1(a), but rather, the holders of Dissenting Shares"). Such stockholders Shares shall be entitled only to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of (and, at the Delaware CodeEffective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except that all the right to receive the fair value of such Dissenting Shares held by stockholders who in accordance with Section 262 and any declared but unpaid dividends having a record date prior to the Effective Time); provided, that if any such holder shall have failed fail to perfect or who effectively otherwise shall have withdrawn waive, withdraw or lost their rights lose the right to appraisal under Section 262, then the right of such securities under Section 262 holder to be paid the fair value of such holder’s Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted into, as of the Effective TimeTime into, and to have become exchangeable solely for, the right to receive, receive the Merger Consideration (without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner ) as provided in this Article I, of the certificate or certificates that formerly represented such securitiesSection 2.1(a). The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock notify Gannett as of the record date for the Stockholders Meeting (promptly as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice reasonably practicable of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals for appraisal of such demandsany Common Shares, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen Gannett shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenGannett (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any portion of the Merger Consideration held in the Merger Fund in respect of payment made available to the Paying Agent pursuant to Section 2.2(a) to pay for Dissenting Shares shall be returned to Gannett upon demand.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held owned by a holder who is entitled to demand and has not voted in favor of the Merger or consented thereto and who properly demands in writing demanded appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with with, and who complies in all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”) shall not be converted into or the right to receive Longview Common Stock, and shall instead represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with and to the provisions of extent provided by Section 262 of the Delaware CodeDGCL. At the Effective Time, except that (a) all Dissenting Shares held by stockholders who shall have failed be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or who effectively shall have withdrawn otherwise waives, withdraws or lost their rights loses such holder’s right to appraisal of such securities under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted intoconverted, as of the Effective Time, into the right to receive, without any interest thereon, receive Longview Common Stock upon the applicable Merger Consideration, upon surrender, in the manner provided terms and conditions set forth in this Article I, of the certificate or certificates Agreement applicable to holders that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockhave not properly demanded appraisal rights. The Company shall give Evergreen Longview prompt written notice (and in any event within two Business Days) of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Longview shall have the right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenLongview, make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, any shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor shareholders of the Merger or consented thereto Company who shall be entitled to dissent and appraisal rights under Article 13 of the North Carolina Corporation Law ("DISSENTING SHAREHOLDERS"), who properly demands in writing appraisal shall give notice of such their intent to demand payment for their shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 Article 13 of the Delaware Code North Carolina Corporation Law if the Share Exchange is effectuated, and who shall not have withdrawn preserved such demand or otherwise have forfeited appraisal rightsshareholder's right to receive payment for such shares by taking those actions required by such Article 13 within the time periods stipulated therein (collectively, the "DISSENTING SHARES"), shall not be converted into exchanged for or represent the right to receive the Merger Consideration therefor ("Share Exchange Consideration, but instead shall be cancelled as of the Effective Time and the Dissenting Shares"). Such stockholders Shareholders shall be entitled to receive payment the amounts determined in accordance with the provisions of such Article 13. The Company shall pay any cash amounts required to be paid under Article 13 with respect to Dissenting Shares solely with cash out of funds of the appraised value Company. No funds shall be supplied for that purpose, directly or indirectly, by Parent, and Parent shall not directly or indirectly reimburse the Company for any payments to dissenters. In the event that at the Effective Time Dissenting Shareholders shall have complied with the provisions of Section 55-13-21 of the North Carolina Corporation Law but shall not have demanded payment for and deposited their Dissenting Shares in accordance with Section 55-13-23 of the North Carolina Corporation Law (but the time period for doing so shall not have lapsed), then at the Effective Time such shares shall remain issued and outstanding shares of the Company Convertible Preferred Stock and will be held in escrow by the Company for the benefit of the Company or Radio Broadcasting Preferred StockParent, as the case may be, held by them in accordance . In the event that a Dissenting Shareholder complies with the all applicable 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 Article 13 after the Effective Time, the right to receive, without any interest thereon, Dissenting Shares formerly held by such shareholder shall automatically be cancelled and payment therefor shall be made by the applicable Merger Consideration, upon surrender, in the manner Company as provided in this Article I, of 13. In the certificate or certificates event that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise a Dissenting Shareholder does not comply with the provisions of Article 13, the Dissenting Shares formerly held by such shareholder will be released from escrow and thereupon transferred to Parent in accordance with Section 262 of 2.1(e) above, and the Delaware Code. The Surviving Corporation shall, within ten days after former holder thereof shall have the Effective Time, take all actions required right to be taken by it pursuant to Section 262(d) (2) of receive the Delaware Code Share Exchange Consideration in accordance with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockterms hereof. The Company shall give Evergreen Parent prompt written notice of any demands notice, demand for appraisal payment or other document or instrument received by the Company relating to the exercise of dissenters' rights under the North Carolina Corporation Law with respect to the Company Convertible Preferred Stock, withdrawals of such demandsShare Exchange, and any other instruments served pursuant to Delaware law the Parent shall have the right, for itself and received by the Company, and Evergreen shall have the right to participate in direct all negotiations negotiations, actions and proceedings with respect to the exercise of such demandsdissenters' rights. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, make any payments with payment in respect to of any demands demand for appraisal, payment for Dissenting Shares or settle or offer to settle, settle any such demandsdemand for payment.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into the right to receive the Merger or consented thereto and who properly demands in writing appraisal Consideration, but the holders of such shares Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the Delaware Code and who shall not have withdrawn DGCL); provided that if any such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securities. The Company shares shall take all actions required not be deemed to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. The Company shall give Evergreen prompt written notice to Parent as promptly as reasonably practicable of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all material discussions with third parties and all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisal, or settle or compromise or offer to settle, settle or compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, Target Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing has delivered a written demand for appraisal of for such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, DGCL (a “Dissenting Stockholder”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("as provided in Section 3.1, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the DGCL. A Dissenting Shares"). Such stockholders shall be entitled to Stockholder may receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, Target Common Shares issued and outstanding immediately prior to the Effective Time and held by them such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with 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 DGCL. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive, without any interest thereon, receive the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it fair value thereof in accordance with Section 262 (d) (1) of the Delaware Code with respect DGCL. Any Dissenting Shares as to which the holder fails to perfect or later waives, withdraws or loses the right to appraisal and payment under the DGCL after the Election Deadline shall be deemed tendered subject to a Cash Election, and will remain subject to proration to the holders of Company Convertible Preferred Stock same extent as of if such holder surrendered such formerly Dissenting Shares promptly following the record date for the Stockholders Meeting (as defined in Section 4.2 Effective Time subject to a valid Cash Election. Target shall give Parent (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by under the CompanyDGCL, and Evergreen shall have (b) the right opportunity to participate in and direct all negotiations and negotiations, proceedings or settlements with respect to such demandsdemands for appraisal under the DGCL. Prior Target shall not voluntarily make any payment with respect to the Effective Time, the Company any appraisal demands for appraisal and shall not, except with the Parent’s prior written consent of Evergreenconsent, make any payments with respect to any demands for appraisal, or settle or offer to settle, settle any such demands.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholder who has did not voted vote in favor of the Merger Mergers (or consented consent thereto in writing) and who is entitled to demand and properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of (the Delaware Code “Dissenting Shares”) pursuant to, and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightscomplies in all respects with, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware CodeDGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (“Dissenting Stockholder Consideration”) (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except that all Dissenting Shares held by stockholders who the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights its right to appraisal of under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such securities under Section 262 right, such holder’s shares shall thereupon be deemed to have treated as if they had been converted intointo and become exchangeable for the right to receive, as of the Effective Time, the right to receiveMerger Consideration for each such Share, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in and such shares shall be treated as Cash Election Shares under this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) Agreement and shall otherwise comply with not be subject to the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock2.3(g). The Company shall give Evergreen Parent prompt written notice and a copy of any written demands for appraisal received by the Company with respect to the Company Convertible Preferred Stockappraisal, attempted withdrawals of such demands, and any other instruments served pursuant to Delaware law and applicable Law that are received by the CompanyCompany relating to Company Stockholders’ rights of appraisal, and Evergreen Parent shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to such demandsdemands for appraisal by Company stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, voluntarily make any payments payment with respect to any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything herein any provision of this Agreement to the contrary in ----------------- this Agreementand to the extent available under the DGCL, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, any Shares outstanding immediately prior to the Effective Time and that are held by a holder stockholder (a “Dissenting Stockholder”) who has not neither voted in favor of the adoption of this Agreement or the Merger or nor consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with is otherwise entitled to dissenters’ rights under Section 262 of the Delaware Code DGCL and who shall has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares and otherwise not have withdrawn or lost such demand or otherwise have forfeited appraisal rightsrights (the “Dissenting Shares”), shall will not be converted into into, or represent the right to receive receive, the Merger Consideration therefor ("Dissenting Shares")Consideration. Such stockholders Instead such stockholder shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware CodeDGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her dissenters’ rights. Dissenting Stockholders will be entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including 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 otherwise lose their dissenters’ rights pursuant to appraisal the provisions of such securities under Section 262 shall the DGCL will thereupon be deemed to have been converted into, as of the Effective Time, and represent the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, Consideration in the manner provided in Article III and will no longer be Excluded Shares. Notwithstanding anything to the contrary contained in this Article ISection 3.3, if the Merger is abandoned prior to the Acceptance Time, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to the provisions of the certificate or certificates that formerly represented such securitiesDGCL will cease. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) will give Parent and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen Purchaser prompt written notice of any written demands to receive fair value for appraisal received Shares held by the Company with respect to the Company Convertible Preferred Stocka stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to Delaware law and applicable Law received by the Company, Company relating to rights of dissent with respect to the Merger. The Company will give Parent and Evergreen shall have Purchaser the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsassertion of dissenters’ rights. Prior to the Effective Time, the The Company shall will not, except with the prior written consent of EvergreenParent and Purchaser, make any payments payment with respect to any demands for appraisalpayment of fair value for Dissenting Shares, offer to settle or settle any such demands or offer to settle, approve any withdrawal or other treatment of any such demands. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.2(a) to pay for Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding anything herein to the contrary contained in ----------------- this Agreement, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing is entitled to appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code DGCL, and who shall not have withdrawn such has properly exercised and perfected his or her demand or otherwise have forfeited for appraisal rightsrights under Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("as provided in Section 3.1(b), but instead the holders of such Dissenting Shares"). Such stockholders Shares shall be entitled to receive payment such consideration as shall be determined pursuant to Section 262 of the appraised DGCL. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware CodeDGCL. Notwithstanding the foregoing, except that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have otherwise waived, effectively withdrawn or lost their rights his or her right to appraisal of such securities under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL 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 have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner as provided in this Article I, of the certificate or certificates that formerly represented such securitiesSection 3.1(b). The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen provide prompt written notice to Parent of any demands for appraisal of any Company Common Stock, attempted withdrawals of such notices or demands and any other instruments received by the Company with respect relating to the Company Convertible Preferred Stock, withdrawals of such demandsrights to appraisal, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, except with without the prior written consent of EvergreenParent, voluntarily make any payments payment with respect to, settle or offer to settle any such demands. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.2(a) to pay for Dissenting Shares shall be returned by the Paying Agent to Parent, upon demand; provided, that Parent shall remain liable to pay, or cause the Surviving Corporation to pay, the Merger Consideration with respect to any demands for appraisal, or settle or offer to settle, any such demandsshares of Company Common Stock covered by the third sentence of this Section 3.5.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, any shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his, her or consented thereto and who properly demands in writing its demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code DGCL and who shall not have effectively withdrawn or lost such demand or otherwise have forfeited holder’s rights to appraisal rights(the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration, but the holders of such Dissenting Shares"). Such stockholders Shares shall instead be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of be determined pursuant to Section 262 of the Delaware CodeDGCL (it being understood and acknowledged that at the Effective Time, except that all such Dissenting Shares held by stockholders who shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL); provided, however, that if any such holder shall have failed to timely perfect or who effectively shall have waived, effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined that such securities holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securities. The Company shares shall take all actions required no longer be deemed to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, effective or attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all discussions, negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisal, or settle or compromise or offer to settle, settle or compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, any holder of shares of Company Convertible Preferred Stock who perfects, and has not withdrawn or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately otherwise forfeited at or prior to the Effective Time Time, such holder’s dissenters’ rights in accordance with and held as contemplated by a holder who has not voted in favor Section 262 of the DGCL (a “Dissenting Stockholder”) shall not be converted into a right to receive the applicable Per Share Merger or consented thereto and who properly demands Consideration as described in writing appraisal Section 2.10(b), but shall, as of such the Effective Time, be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Convertible Preferred Stock owned by such Dissenting Stockholder (the “Dissenting Shares”); provided, that no such payment shall be made to any Dissenting Stockholder unless and until such Dissenting Stockholder has complied with the applicable provisions of the DGCL and surrendered to the Surviving Corporation the Company Certificate or Radio Broadcasting Preferred Stock Certificates representing the Dissenting Shares for which payment is being made. In the event that after the Effective Time a Dissenting Stockholder fails to perfect, or effectively withdraws or loses, his right to appraisal, in each case in accordance with Section 262 of the Delaware Code and who shall not have withdrawn DGCL, such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such Stockholder’s shares of Company Convertible Preferred Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares of Company Stock shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.10(b), and Discovery shall cause the Paying Agent to pay the Closing Cash Common Per Share Merger Consideration or Radio Broadcasting Preferred Stockthe Closing Other Common Per Share Merger Consideration, as the case may be, held by them theretofore withheld in accordance with the 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 respect of such securities under Section 262 shall thereupon be deemed to have been converted into, as of the Effective Time, the right to receiveDissenting Shares, without any interest thereon, . Notwithstanding anything to the applicable Merger Consideration, upon surrendercontrary contained herein, in the manner provided in this Article I, of the certificate or certificates event that formerly represented such securities. The Company shall take all actions required to be taken by it a Dissenting Stockholder perfects its appraisal rights in accordance with Section 262 (d) (1) of the Delaware Code with respect to DGCL, the holders of Company Convertible Preferred Stock as of Paying Agent shall retain the record date for Cash Common Per Share Merger Consideration or the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of recordOther Common Per Share Merger Consideration, as the case may be, allocable to such Dissenting Stockholder until the resolution of the Effective Time, of the Radio Broadcasting Preferred Stocksuch appraisal action. The Company shall give Evergreen Discovery (i) prompt written notice of any written demands for appraisal of shares of Common Stock received by the Company with respect to and (ii) the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, neither the Company shall notnor Discovery shall, except with without the prior written consent of Evergreenthe other Party, make any payments payment or other commitment with respect to any demands for appraisalto, or settle, offer to settle or offer to settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding anything herein any provision of this Agreement to the contrary in ----------------- this Agreementand to the extent available under the DGCL, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, any Shares outstanding immediately prior to the Effective Time and that are held by a holder stockholder (a “Dissenting Stockholder”) who has not neither voted in favor of the adoption of this Agreement or the Merger or nor consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with is otherwise entitled to dissenters’ rights under Section 262 of the Delaware Code DGCL and who shall has validly asserted dissenters’ rights with respect to the Merger in accordance with the DGCL for such Shares and otherwise not have withdrawn or lost such demand or otherwise have forfeited appraisal rightsrights (the “Dissenting Shares”), shall will not be converted into into, or represent the right to receive receive, the Merger Consideration therefor ("Dissenting Shares")Consideration. Such stockholders Instead such stockholder shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware CodeDGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her dissenters’ rights, in which instance such holder’s Shares shall not be deemed Dissenting Shares but shall be entitled to receive the applicable Merger Consideration in accordance with this Article III. Dissenting Stockholders will be entitled to the rights with respect to the Dissenting Shares held by them in accordance with the provisions of the DGCL, including 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 otherwise lose their dissenters’ rights pursuant to appraisal the provisions of such securities under Section 262 shall the DGCL will thereupon be deemed to have been converted into, as of the Effective Time, and represent the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, Consideration in the manner provided in this Article I, of the certificate or certificates that formerly represented such securitiesIII and will no longer be Excluded Shares. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect Notwithstanding anything to the holders of Company Convertible Preferred Stock as of contrary contained in this Section 3.3, if the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after Merger is abandoned prior to the Effective Time, take all actions required then the right of any stockholder to be taken by it paid the fair value of such stockholder’s Dissenting Shares pursuant to Section 262(d) (2) the provisions of the Delaware Code DGCL will automatically cease and terminate with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockno further action by any Person. The Company shall will give Evergreen Parent and Purchaser prompt written notice of any written demands to receive fair value for appraisal received Shares held by the Company with respect to the Company Convertible Preferred Stocka stockholder, attempted withdrawals of such demands, and any other instruments served pursuant to Delaware law and applicable Law received by the Company, Company relating to rights of dissent with respect to the Merger. The Company will give Parent and Evergreen shall have Purchaser the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsassertion of dissenters’ rights. Prior to the Effective Time, the The Company shall will not, except with the prior written consent of EvergreenParent and Purchaser (which consent shall not be unreasonably withheld or delayed), make any payments payment with respect to any demands for appraisalpayment of fair value for Dissenting Shares, offer to settle or settle any such demands or offer to settle, approve any withdrawal or other treatment of any such demands.

Dissenting Shares. Notwithstanding anything herein to any other provision of the contrary in ----------------- this Merger Agreement, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are outstanding immediately prior to the Effective Time and which are held by a holder of shares of Company Common Stock who has shall have (i) duly given written notice to the Company, prior to the taking of the vote by the Company's shareholders on approval of this Plan of Merger, of such holder's intent to dissent from the Merger and demand payment of the "fair value" of such shares in accordance with Chapter 13 of the South Carolina Business Corporation Act (the "Dissenters' Rights Provisions"), (ii) not voted such shares in favor of the Merger or consented thereto (other than a vote by proxy that does not disqualify such holder under the Dissenters' Rights Provisions), and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall (iii) not have withdrawn such demand withdrawn, waived or otherwise have lost or forfeited appraisal rightssuch holder's dissenter's rights under the Dissenters' Rights Provisions prior to the Effective Time (collectively, the "Dissenting Shares"), shall not be converted into or represent the right to receive any part of the Merger Consideration therefor ("Dissenting Shares")Consideration. Such stockholders Dissenting Shares shall instead be entitled converted into the right to receive from the Surviving Corporation payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them "fair value" thereof in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenters' Rights Provisions. All Dissenting Shares held by stockholders holders who after the Effective Time shall have failed to perfect or who effectively shall have withdrawn withdrawn, waived or otherwise lost or forfeited their dissenters' rights to appraisal of under such securities under Section 262 Dissenters' Rights Provisions shall thereupon be deemed to have been converted intointo and to become exchangeable, as of the Effective Time, for the right to receive, without any interest or dividend thereon, the applicable appropriate part of the Merger Consideration, upon surrender, in the manner provided in this Article ISection 6, of the certificate Certificate or certificates Certificates that formerly represented evidenced such securitiesshares of Company Common Stock. The Company shall take all actions required Upon application by the Surviving Corporation to be taken the Exchange Agent therefor, accompanied by it in accordance with Section 262 (d) (1) the Certificate or Certificates formerly evidencing Dissenting Shares and a certificate of the Delaware Code Surviving Corporation to the effect that there has been paid, or will be paid contemporaneously with the remittance to the Surviving Corporation of the Merger Consideration otherwise allocable to such Dissenting Shares, the amount to which the holder thereof is entitled, or has agreed with the Surviving Corporation to receive, as payment for such Dissenting Shares pursuant to the exercise of such holder's dissenters' rights, then the Exchange Agent shall remit to the Surviving Corporation that part of the Merger Consideration otherwise (but for the exercise of such dissenters' rights) allocable to such Dissenting Shares. In such event, remittance to the Surviving Corporation shall be a full acquittance of the Exchange Agent with respect thereto, and, to the holders extent such payment was not previously made, the holder of Company Convertible Preferred Stock as of such Dissenting Shares shall look only to the record date Surviving Corporation for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required payment to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of which such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings holder is entitled with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, or settle or offer to settle, any such demandsDissenting Shares.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred MSLO Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the MSLO Effective Time and that are held by a any holder who has not voted in favor of the MSLO Merger or consented thereto and who is entitled to demand and properly demands in writing appraisal of such shares pursuant to Section 262 of Company Convertible Preferred Stock the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the MSLO Merger Consideration, unless and until such holder shall have failed to perfect, or Radio Broadcasting Preferred Stock shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the Delaware Code and who DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such share of MSLO Common Stock of such holder shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not thereupon be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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, and become exchangeable only for the right to receive, without any interest thereonas of the later of the MSLO Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the applicable MSLO Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Consideration in accordance with Section 262 (d) (1) of the Delaware Code with respect 2.1(a). Notwithstanding anything to the holders contrary in this Section 2.1(f), if this Agreement is terminated prior to the Effective Time, then the right of Company Convertible Preferred Stock as any stockholder to be paid the fair value of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of such stockholder’s Dissenting Shares pursuant to Section 262 of the Delaware CodeDGCL will cease. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required MSLO shall serve prompt notice to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice Sequential of any demands for appraisal received by the Company with respect to the Company Convertible Preferred of any shares of MSLO Common Stock, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to Delaware law and received by the CompanyMSLO relating to rights to appraisal, and Evergreen Sequential shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior MSLO shall not, without the prior written consent of Sequential, make any payment with respect to, settle or offer to settle any such demands, and prior to the Effective Time, the Company Sequential shall not, except with without the prior written consent of EvergreenMSLO (such consent not to be unreasonably withheld, conditioned or delayed), make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Company Merger Effective Time and held by a holder who has not voted in favor properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into the right to receive the Merger or consented thereto and who properly demands in writing appraisal Consideration, but the holders of such shares Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock Merger Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the Delaware Code and who shall not have withdrawn DGCL); provided, however, that if any such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Company Merger Effective Time), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Company Merger Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securities. The Company shares shall take all actions required not be deemed to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all negotiations and proceedings Proceedings with respect to such demands. Prior to the Company Merger Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisal, or settle or compromise or offer to settle, settle or compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to ----------------- the contrary but only to the contrary in ----------------- this Agreementextent required by the GCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are issued and outstanding immediately prior to the Effective Time and are held by a holder holders of Company Common Stock who has not voted in favor comply with all the provisions of law of the State of Delaware concerning the right of holders of Company Common Stock to dissent from the Merger or consented thereto ("Dissenting Stockholders") and who properly demands in writing require appraisal of such their shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, ("Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders but shall be entitled become the right to receive payment such consideration as may be determined to be due such Dissenting Stockholder pursuant to the law of the appraised State of Delaware; provided, however, that (i) if any Dissenting Stockholder shall subsequently -------- ------- - deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any Dissenting -- Stockholder fails to establish and perfect his or her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the --- Effective Time neither any Dissenting Stockholders nor the Surviving Corporation has filed a petition demanding a determination of the value of such all shares of Company Convertible Preferred Common Stock outstanding at the Effective Time and held by Dissenting Stockholders in accordance with applicable law, then such Dissenting Stockholder or Radio Broadcasting Preferred StockStockholders, as the case may be, held by them in accordance with shall forfeit the 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 right to appraisal of such securities under Section 262 shares and such shares shall thereupon be deemed to have been converted intointo the right to receive, as of the Effective Time, the right to receiveMerger Consideration less any applicable withholding tax, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockinterest. The Company shall give Evergreen the Parent and the Purchaser (A) prompt written notice of any written demands for - appraisal, withdrawals of demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other related instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have (B) the right opportunity to participate in direct all - negotiations and proceedings with respect to such demandsdemands for appraisal. Prior The Company will not voluntarily make any payment with respect to the Effective Time, the Company shall any demands for appraisal and will not, except with the prior written consent of Evergreenthe Parent, make any payments with respect to any demands for appraisal, or settle or offer to settle, settle any such demandsdemand.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- this Agreementherein, shares of Company Convertible Preferred Target Capital Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder Stockholder who is entitled to and has properly exercised and perfected appraisal rights pursuant to Section 262 of the Delaware Law (collectively, the “Dissenting Shares”) shall not voted in favor be converted as of the Effective Time into the right to receive any of the Merger or consented thereto Consideration, if applicable, but instead shall have such rights as may be available under the Delaware Law. At the Effective Time, all Dissenting Shares shall no longer be outstanding and who properly demands in writing appraisal shall be cancelled and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock Dissenting Shares in accordance with Section 262 of the Delaware Code and who shall not have withdrawn Law; provided, however, that if any such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who Stockholder shall have failed to perfect or who shall effectively shall have withdrawn withdraw or lost their rights lose its right to appraisal and payment under the Delaware Law, or a court of competent jurisdiction shall determine that such securities under holder is not entitled to the relief provided by Section 262 262, such Stockholder’s shares of Target Capital Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receive, without any interest thereon, receive the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, portion of the certificate Merger Consideration pursuant to Section 1.5, if any, and such shares of Target Capital Stock shall no longer be Dissenting Shares. Target shall give Purchaser prompt notice identifying those Stockholders who did not vote in favor of the Merger or certificates that formerly represented such securitiesconsent thereto in writing. The Company Promptly following Stockholder approval of the Merger, Purchaser shall take prepare and deliver to the Stockholders all actions written notices required to be taken by it delivered in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) Sections 228, 251 and shall otherwise comply with the provisions of Section 262 of the Delaware CodeLaw, in forms reasonably acceptable to the Agent. The Surviving Corporation shallPrior to the Effective Time, within ten days (i) Target shall have the right to control the negotiations, proceedings and any settlement of any such demands, (ii) Target shall give Purchaser prompt notice of any demands received by Target for appraisal of shares of Target Capital Stock and (iii) Purchaser shall have the right to participate in all negotiations, proceedings and settlements with respect to such demands. On and after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d(a) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company Purchaser shall give Evergreen the Agent prompt written notice of any demands for appraisal received by the Company Surviving Corporation, (b) so long as (I) the Agent can demonstrate that it has sufficient amounts which may be used in connection with respect such demand for appraisal to (A) defend such demand for appraisal, and (B) defend all other demands for appraisal then pending which the Agent is defending pursuant to this Section 1.13 and defend all Third Party Claims then pending which the Agent is defending pursuant to Section 8.8, and (II) the Agent has acknowledged in writing to Purchaser the Sellers’ unconditional obligation to indemnify Purchaser for such demand for appraisal, subject to the Company Convertible Preferred Stocklimitations set forth in Article VIII, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen Agent shall have the right to control the negotiations, proceedings and any settlement of any such demands for appraisal; provided that the Agent shall not settle or compromise any such demand for appraisal without the prior written consent of Purchaser if pursuant to or as a result of such settlement, such settlement would lead to Liability or create any financial or other obligation on the part of any Purchaser Protected Party for which such Purchaser Protected Party is not entitled to be indemnified pursuant to Section 8.3 and (c) Purchaser shall have the right (for purposes of clarification, at Purchaser’s expense) to participate in all negotiations negotiations, proceedings and proceedings settlements with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, or settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding anything herein to the contrary contained in ----------------- this Agreement, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and that are held by a holder any holder, who has did not voted vote in favor of the Merger (or consented consent thereto in writing) and who is entitled to demand, and who properly demands in writing demands, appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 Sections 10.351 through 10.368 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsTBOC, as applicable, shall not be converted into or represent be exchangeable for the right to receive the Merger Consideration, but instead such holder of Dissenting Shares shall be entitled to payment of the fair value of such Dissenting Shares in accordance with the applicable provisions of the TBOC (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the applicable provisions of the TBOC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to receive the fair value of such Dissenting Shares under the TBOC. If any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into and become exchangeable solely for the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it payable in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a3.1(b)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall comply, and after the Effective Time, Parent shall comply, with the information delivery and other requirements under Sections 10.355 and 10.358 of the TBOC. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the TBOC and received by the Company relating to demands for appraisal and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the TBOC. The Company shall not, except with the prior written consent of EvergreenParent, voluntarily make any payments payment with respect to any demands for appraisalappraisal of Company Common Stock, or settle settle, or offer or agree to settle, any such demands. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.2(a) to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand; provided that Parent shall remain liable to pay the Merger Consideration with respect to such shares upon withdrawal of the demand for, or loss of the right to, appraisal for such shares. Each shareholder who, pursuant to Sections 10.351 through 10.368 of the TBOC, as applicable, becomes entitled to payment of the fair value of any Dissenting Shares will receive payment therefor from the Surviving Corporation (but only after the value therefor has been agreed upon or finally determined pursuant to such applicable section).

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- any other provision of this Agreement, shares of Company Convertible Preferred Xxxxxx Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are outstanding immediately prior to the Effective Time and which are held by a holder of shares of Xxxxxx Common Stock who has shall have (i) duly given written notice to Xxxxxx, prior to the taking of the vote by Xxxxxx'x shareholders on approval of this Plan of Merger, of such holder's intent to dissent from the Merger and demand payment of the "fair value" of such shares in accordance with Sections 23-1-44 et seq. of the Indiana Business Corporation Law (the "Dissenters' Rights Provisions"), (ii) not voted such shares in favor of the Merger or consented thereto Merger, and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall (iii) not have withdrawn such demand withdrawn, waived or otherwise have lost or forfeited appraisal rightssuch holder's dissenter's rights under the Dissenters' Rights Provisions prior to the Effective Time (collectively, the "Dissenting Shares"), shall not be converted into or represent the right to receive any part of the Merger Consideration therefor ("Dissenting Shares")Consideration. Such stockholders Dissenting Shares shall instead be entitled converted into the right to receive from the Surviving Corporation payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them "fair value" thereof in accordance with the provisions of Section 262 of the Delaware CodeDissenters' Rights Provisions, except that all Dissenting Shares held by stockholders holders who after the Effective Time shall have failed to perfect or who effectively shall have withdrawn withdrawn, waived or otherwise lost or forfeited their dissenters' rights to appraisal of under such securities under Section 262 Dissenters' Rights Provisions shall thereupon be deemed to have been converted intointo and to become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable appropriate part of the Merger Consideration, upon surrender, in the manner provided in this Article ISection 6, of the certificate Certificate or certificates Certificates that formerly represented evidenced such securitiesshares of Xxxxxx Common Stock. The Company Upon application by the Surviving Corporation to the Exchange Agent therefor, accompanied by the Certificate or Certificates formerly evidencing Dissenting Shares and a certificate of the Surviving Corporation to the effect that there has been paid, or will be paid contemporaneously with the remittance to the Surviving Corporation of the Merger Consideration otherwise allocable to such Dissenting Shares, the amount to which the holder thereof is entitled, or has agreed with the Surviving Corporation to receive, as payment for such Dissenting Shares pursuant to the exercise of such holder's dissenters' rights, then the Exchange Agent shall take all actions required remit to the Surviving Corporation that part of the Merger Consideration otherwise (but for the exercise of such dissenters' rights) allocable to such Dissenting Shares. In such event, remittance to the Surviving Corporation shall be taken a full acquittance of the Exchange Agent with respect thereto, and, to the extent such payment was not previously made, the holder of such Dissenting Shares shall look only to the Surviving Corporation for the payment to which such holder is entitled with respect to such Dissenting Shares.] * * * * * End of Plan of Merger EXHIBIT C FORM OF OPINION OF XXXXXX'X COUNSEL [Date] Oakwood Homes Corporation 0000 XxXxxxx Xxxx Greensboro, North Carolina 27409 Ladies and Gentlemen: We have acted as counsel to Xxxxxx Homes Corporation, an Indiana corporation (the "Company"), in connection with the transactions contemplated by it in accordance with the Acquisition Agreement dated January 5, 1997 (the "Agreement") between the Company, Oakwood Homes Corporation, a North Carolina corporation ("Oakwood"), and A & B Acquisition Corp., an Indiana corporation ("Merger Sub"). This opinion letter is delivered pursuant to Section 262 (d) (17.3(c) of the Delaware Code with respect Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as are ascribed to them in the holders of Company Convertible Preferred Stock as Agreement. As such counsel, we have examined originals or copies of the record date for Agreement, the Stockholders Meeting Articles of Merger and the Plan of Merger (all of such documents being referred to collectively herein as defined in Section 4.2 (athe "Transaction Documents")) . We have also examined the articles of incorporation and shall otherwise comply with the provisions of Section 262 bylaws of the Delaware Code. The Surviving Corporation shallCompany and each Xxxxxx Subsidiary, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) certified resolutions of the Delaware Code with respect to all holders Board of record, as Directors of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the transactions contemplated by the Transaction Documents, certificates of officers of the Company Convertible Preferred Stockand public officials, withdrawals and such other documents, and have made such other investigations, as we have deemed necessary or appropriate for the purpose of giving the opinions herein expressed. As such counsel, we have participated in the preparation of the Transaction Documents and have consulted with officers of the Company concerning the terms and provisions thereof and the representations and warranties made by the Company therein. In giving the opinions expressed herein and making our investigations in connection herewith, we have assumed (a) the due authorization, execution and delivery by the parties thereto other than the Company and the Xxxxxx Subsidiaries of the documents examined by us, (b) the genuineness of all signatures of individuals, (c) the personal legal capacity of all individual signatories, (d) the authenticity of all documents presented to us as originals, (e) the conformity to the originals of all documents presented to us as copies, and (f) the integrity and completeness corporate minute books of the Company and each Xxxxxx Subsidiary presented to us for our examination. We have also assumed that the terms of the Transaction Documents have not been modified, supplemented or qualified by any other agreements or understandings (written or oral) of the parties thereto, or by any course of dealing or trade custom or usage, in any manner affecting the opinions expressed herein. Nothing has come to our attention in the course of our representation of the Company in connection with the transactions contemplated by the Transaction Documents that would cause us to believe that the foregoing assumptions are unwarranted. We note that the Agreement provides that it is to be governed by the laws of North Carolina. Our opinion herein as to the legality, validity, binding effect and enforceability of the Agreement is intended to address both the effectiveness under Indiana law of such demandschoice of law provision and the legality, validity, binding effect and enforceability of the Agreement under Indiana and federal law were the Agreement, notwithstanding such provision, governed by the laws of the State of Indiana, and is not intended to address matters of North Carolina law. We express no opinion herein concerning the possible application to the Transaction Documents, the transactions contemplated thereby, or the obligations of the parties thereunder of Section 548 of the Bankruptcy Code, 11 U.S.C. ss.548 or other similar laws relating to "fraudulent transfers" or "fraudulent conveyances." Opinions or statements herein given "to the best of our knowledge" and the factual matters on which we have relied in giving other opinions herein (except for our opinions as to corporate matters that we have given in reliance upon our own investigation of the Company's corporate minute books and stock records and certificates of officers of the Company and public officials) are based upon (a) information coming to our attention in the course of our representation of the Company in connection with the transactions contemplated by the Transaction Documents, or otherwise actually known to the lawyers in our firm who have given substantive attention to such transactions, (b) the Company's representations and warranties contained in the Transaction Documents, and (c) inquiries of representatives of the Company whom we believe to be reasonably well informed as to the factual matters in question, but without any other instruments served pursuant investigations made for purposes of giving such opinions or statements unless otherwise stated herein. However, nothing has come to Delaware law and received our attention in the course of our representation of the Company in connection with the transactions contemplated by the Company, Transaction Documents that would cause us to believe that our reliance thereon for purposes of such opinions is unwarranted. Based upon and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior subject to the Effective Timeforegoing and the further limitations and qualifications hereinafter expressed, the Company shall not, except with the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, or settle or offer to settle, any such demands.it is our opinion that:

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, any shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his, her or consented thereto and who properly demands in writing its demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code DGCL and who shall not have effectively withdrawn or lost such demand or otherwise have forfeited holder’s rights to appraisal rights(the “Dissenting Sharesˮ), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration, but the holders of such Dissenting Shares"). Such stockholders Shares shall instead be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of be determined pursuant to Section 262 of the Delaware CodeDGCL (it being understood and acknowledged that at the Effective Time, except that all such Dissenting Shares held by stockholders who shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL); provided, however, that if any such holder shall have failed to timely perfect or who effectively shall have waived, effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined that such securities holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securities. The Company shares shall take all actions required no longer be deemed to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, effective or attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all discussions, negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisal, or settle or compromise or offer to settle, settle or compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein Section 2.1(c), to the contrary in ----------------- this Agreementextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his or consented thereto and who properly demands in writing her demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration. At the Effective Time, the Dissenting Shares"). Such stockholders Shares shall no longer be 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, but the holders of such Dissenting Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of shall be determined pursuant to Section 262 of the Delaware CodeDGCL; provided, except however, that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his or her right to appraisal and payment under the DGCL (prior to the Election Date), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration in accordance with this Agreement, without any interest thereonand such shares shall not be deemed to be Dissenting Shares. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time (or after the Election Deadline), the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, each share of the certificate or certificates that formerly represented Company Common Stock of such securitiesholder shall be treated as a Non-Election Share. The Company shall take all actions Any payments required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code made with respect to the holders of Company Convertible Preferred Stock as of Dissenting Shares shall be made by Parent (and not the record date for Company, Holdings, Merger Sub or Merger Sub LLC), and the Stockholders Meeting (as defined in Section 4.2 (a)) and Aggregate Merger Consideration shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shallbe reduced, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of recordon a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Effective Time, of the Radio Broadcasting Preferred StockClosing Date. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Following the Effective Time, the Surviving Company will comply with any notice requirements applicable to a merger without a meeting of stockholders pursuant to Section 262 of the DGCL.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder Company Stockholder who has not voted in favor of the Merger or consented thereto in writing or by electronic transmissions and has properly demanded appraisal for such shares in accordance with, and who properly demands complies in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. At the Effective Time, (i) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares shall be entitled to only such rights as may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall only represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of upon the appraised value surrender of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockIII. The Company shall give Evergreen Acquiror reasonably prompt written notice of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Acquiror shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenAcquiror (such consent not to be unreasonably withheld, conditioned or delayed), make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, all shares of Company Convertible Preferred PEB Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are issued and outstanding immediately prior to the Effective Time and which are held by a holder who shareholder that has perfected her, his or its right to dissent pursuant to Chapter 13 of the CGCL, including making a demand of PEB to purchase her, his or its shares pursuant to Section 1301 of the CGCL and submitting her, his or its shares for endorsement pursuant to Section 1302 of the CGCL, and has not voted in favor effectively withdrawn or lost such right as of the Merger or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of Effective Time (the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the CGCL. No later than ten (10) days following the date of PEB shareholder approval of the Merger, PEB shall provide each record holder of PEB common stock entitled to vote on the Merger, with notice including the information set forth in Section 1301 (a) of the CGCL. PEB shall give BayCom prompt notice upon receipt by PEB of any such written demands for payment of the fair value of such shares of PEB Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the CGCL. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise), the Dissenting Shares held by such holder shall be converted on a share by share basis into the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the applicable 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 receivethis Agreement, without any interest thereon, . Any payments made in respect of Dissenting Shares shall be made by or at the applicable Merger Consideration, upon surrender, direction of BayCom within the time period set forth in the manner provided in this Article I, of the certificate or certificates that formerly represented such securitiesCGCL. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company PEB shall give Evergreen BayCom (i) prompt written notice of any demands for appraisal received by written notices of intent to demand payment under the Company with respect CGCL or other written notices relating to the Company Convertible Preferred exercise of dissenters’ rights in respect of any shares of PEB Common Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to Delaware law the CGCL and received by PEB relating to shareholders’ dissenters’ rights and (ii) the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for fair value under the CGCL. Prior to the Effective Time, the Company PEB shall not, except with the prior written consent of EvergreenBayCom, which is not to be unreasonably withheld, voluntarily make any payments payment with respect to any demands for appraisalto, or settle settle, or offer or agree to settle, any such demandsdemand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Article II to pay for shares of PEB Common Stock for which dissenters’ rights have been perfected shall be returned to BayCom upon demand.

Dissenting Shares. Notwithstanding anything herein Shares of Talaria Common or Talaria Preferred ----------------- that have not been voted for adoption of this Agreement and with respect to the contrary in ----------------- this Agreement, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who which appraisal rights shall have been properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock perfected in accordance with Section 262 of the Delaware Code and who Corporation Law (the "Dissenting Shares") shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not ----------------- be converted into the right to receive shares of Esperion Common and cash in accordance with this Agreement at or represent 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 the Merger Consideration therefor ("Dissenting Shares")shares of Esperion Common and cash into which such holder's Talaria Common or Talaria Preferred was converted as of the Effective Time pursuant to this Agreement. Such stockholders No distribution shall be entitled to receive payment made by Esperion in respect of any share of the appraised value Talaria capital stock (A) that has not voted for adoption of such shares this Agreement or (B) in respect of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stockwhich a waiver of the appraisal rights, as the case may be, held by them in accordance with the provisions of pursuant to Section 262 of the Delaware CodeCorporation Law, except that all Dissenting Shares held has not been delivered by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to the holder thereof, until the business day immediately following the date on which the statutory 20-day period, during which the holder of such shares may demand appraisal of such securities under shares from the Surviving Corporation pursuant to 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1262(d)(2) of the Delaware Code with respect Corporation Law, elapses. Any amounts to the be paid to holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings Dissenting Shares with respect to such demands. Prior to Dissenting Shares shall be paid by the Effective TimeSurviving Corporation, and Esperion shall not reimburse the Company Surviving Corporation for such payments nor shall notEsperion, except with the prior written consent of Evergreendirectly or indirectly, make any payments with respect to any demands provide funds for appraisal, or settle or offer to settle, any such demandspayments.

Dissenting Shares. Notwithstanding anything herein any provision of this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, common stock of any Merged Entity issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has properly demands in writing exercised dissenters’ rights or appraisal rights of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock common stock of any Merged Entity in accordance with Section 262 10-1321 of the Delaware Code and who shall not have withdrawn ARS (such demand shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited loses such holder’s appraisal rights, rights under the ARS with respect to such Shares) shall not be converted into a right to receive a portion of the Closing Per Share Merger Consideration together with any amounts that may become payable as a result of the adjustments in Section 3.3 hereof or represent the release of Escrow Shares, if any, but instead shall be entitled to only such rights as are granted by Article 2 of Chapter 13 of Title 10 of the ARS; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Article 2 of Chapter 13 of Title 10 of the ARS or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Article 2 of Chapter 13 of Title 10 of the ARS, such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Closing Per Share Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment together with any amounts that may become payable as a result of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined adjustments in Section 4.2 (a)) and shall otherwise comply with 3.3 hereof or the provisions release of Section 262 of the Delaware Code. The Surviving Corporation shallEscrow Shares, within ten days after the Effective Timeif any, take all actions required to be taken by it which such holder is entitled pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record2.2(f), as of the Effective Time, of the Radio Broadcasting Preferred Stockwithout interest thereon. The Company Sellers shall give Evergreen provide Purchaser prompt written notice of any demands received by any Acquired Company for appraisal received by of shares of the Company with respect to the Company Convertible Preferred StockMerged Entity, withdrawals any withdrawal of any such demands, demand and any other instruments served demand, notice or instrument delivered to any Acquired Company prior to the Effective Time pursuant to Delaware law and received by the CompanyARS that relates to such demand, and Evergreen Purchaser shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except Except with the prior written consent of EvergreenPurchaser, neither the Sellers nor any Acquired Company shall make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into the right to receive the Merger or consented thereto and who properly demands in writing appraisal Consideration, but the holders of such shares Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the Delaware Code and who shall not have withdrawn DGCL); provided that if any such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securities. The Company shares shall take all actions required not be deemed to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. The Company shall give Evergreen prompt written notice to Parent as promptly as reasonably practicable of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all material discussions with third parties and all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisal, or settle or compromise or offer to settle, settle or compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares (“Appraisal Shares”) of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are issued and outstanding immediately prior to the Effective Time and that are held by a holder any Person who has not voted in favor of the Merger or consented thereto in writing and who has properly demands in writing exercised and perfected appraisal rights of such shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock pursuant to, and who complies in accordance with all respects with, Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, DGCL (“Section 262”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders as provided in Section 2.1(b) with respect to such Appraisal Shares but rather the holders of Appraisal Shares shall be entitled to only such rights as are granted by Section 262 to the holders of such Appraisal Shares (it being understood and acknowledged that at the Effective Time, such Appraisal Shares shall no longer be 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 receive payment of the appraised fair value of such shares Appraisal Shares to the extent afforded by Section 262); provided, however, that if any holder of Company Convertible Preferred Common Stock fails to properly perfect or Radio Broadcasting Preferred Stockeffectively waives or withdraws or otherwise loses such holder’s right to appraisal under Section 262 with respect to such Appraisal Shares, or if 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 be paid the fair value of such Appraisal Shares shall cease and each such Appraisal Share shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.1(b), without interest and less any applicable Tax withholding, upon the surrender of the Certificates representing such shares or transfer of such Book-Entry Shares, as the case may be, held by them in accordance with the 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockAgreement. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the Company with respect to the for appraisal of any shares of Company Convertible Preferred Common Stock, of any withdrawals of such demands, demands and of any other instruments served pursuant to Delaware law Section 262 and received by the Company, Company relating to appraisal demands and Evergreen Parent shall have the right opportunity to participate in all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent (which consent shall not be unreasonably withheld, delayed or conditioned), make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and which are held by a any record holder who has does not voted vote in favor of the Merger or consented consent thereto in writing and who properly demands in writing appraisal gives timely written notice to the Company of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock intent to demand payment in accordance with Section 262 55-13-21 of the Delaware Code North Carolina Statute, who demands payment and deposits share certificates in accordance with Section 55-13-23 of the North Carolina Statute and who shall not have withdrawn such demand or otherwise have forfeited perfects rights of appraisal rights, under Article 13 of the North Carolina Statute (the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders but shall be entitled become the right to receive payment such consideration as may be determined to be due in respect of such Dissenting Shares pursuant to Article 13 of the appraised value North Carolina Statute; provided, however, that any holder of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 his rights to appraisal of such securities Dissenting Shares, in each case under Section 262 the North Carolina Statute, shall thereupon forfeit the right to appraisal of such Dissenting Shares, and such Dissenting Shares shall be deemed to have been converted intointo the right to receive, as of the Effective Time, the right to receiveMerger Consideration set forth in Section 1.06(b)(i), without any interest thereon, interest. Notwithstanding anything to the applicable Merger Consideration, upon surrender, in the manner provided contrary contained in this Article ISection 2.01, if (i) the Merger is rescinded or abandoned or (ii) if the shareholders of the certificate or certificates that formerly represented such securities. The Company shall take all actions required revoke the authority to effect the Merger, then the right of any shareholder to be taken by it in accordance with Section 262 (d) (1) paid the fair value of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and such shareholder's Dissenting Shares shall otherwise comply with the provisions of Section 262 of the Delaware Codecease. The Surviving Corporation shall, within ten days after shall comply with all of its obligations under the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code North Carolina Statute with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. (b) The Company shall give Evergreen Parent (i) prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stockappraisal, and any withdrawals of such demands, received by the Company and any other related instruments served pursuant to Delaware law the North Carolina Statute and received by the Company, and Evergreen shall have (ii) prior to the right Effective Time, the opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the North Carolina Statute. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisal, or settle appraisal or offer to settle, settle or settle any such demands.. 2.02

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- For purposes of this Agreement, “Proposed Dissenting Shares” means shares of Company Convertible Preferred FBBI Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately whose holders provide notice of dissent to FBBI prior to the Effective Time FBBI Shareholder Meeting and held by a holder who has do not voted vote in favor of the Merger or consented thereto and who properly demands Merger, in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock each case in accordance with Section 262 §607.1321 of the Delaware Code FSA, and who shall not “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have withdrawn such demand or otherwise have forfeited appraisal properly taken all additional steps necessary to exercise their dissenters’ rights, shall not if any, under the FSA. Each outstanding Perfected Dissenting Share will be converted into or represent the right to receive rights provided under the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment applicable provisions of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, FSA (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware CodeEffective Time), except that all unless the holder thereof withdraws his or her demand for payment, in which case each such share (a “Withdrawn Dissenting Shares held by stockholders who Share”) 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 intoat the Effective Time into the right to receive from Purchaser the Merger Consideration, without any interest (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the Effective Time). To the extent that a holder of Proposed Dissenting Shares fails to perfect such holder’s dissenters’ rights as provided by applicable law, such Proposed Dissenting Shares shall be treated as Withdrawn Dissenting Shares under this Agreement. Each holder of Perfected Dissenting Shares who becomes entitled to payment for his or her FBBI Common Stock pursuant to the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, provisions of the certificate or certificates that formerly represented FSA shall receive payment for such securities. The Company shall take all actions required to be taken by it Perfected Dissenting Shares from Purchaser in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeFSA. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company FBBI shall give Evergreen Purchaser (i) prompt written notice of any demands notice or demand for appraisal or payment for shares of FBBI Common Stock received by FBBI and (ii) the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand or notices. Prior to the Effective Time, the Company FBBI shall not, except with without the prior written consent of EvergreenPurchaser, make any payments payment with respect to any demands for appraisalto, or settle, offer to settle or offer to settle, otherwise negotiate any such demands. Perfected Dissenting Shares, Withdrawn Dissenting Shares and Proposed Dissenting Shares are collectively referred to herein as “Dissenting Shares.”

Dissenting Shares. Notwithstanding anything herein any other provision of this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his or consented thereto and who properly demands in writing her demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, DGCL (the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration. At the Effective Time, the Dissenting Shares"). Such stockholders Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, but the holders of such Dissenting Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of shall be determined pursuant to Section 262 of the Delaware CodeDGCL; provided, except however, that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his or her right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securitiesshares shall not be deemed to be Dissenting Shares. The Company shall take all actions Any payments required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code made with respect to the holders of Dissenting Shares shall be made by Parent (and not the Company Convertible Preferred Stock as of or Acquisition Sub), and the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and Aggregate Merger Consideration shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shallbe reduced, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of recordon a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Effective Time, of the Radio Broadcasting Preferred StockClosing Date. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in direct and control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein Section 2.1(b), to the contrary in ----------------- this Agreementextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his or consented thereto and who properly demands in writing her demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, DGCL (the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration, but the holders of such Dissenting Shares"). Such stockholders Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of shall be determined pursuant to Section 262 of the Delaware CodeDGCL; provided, except however, that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his or her right to appraisal and payment under the DGCL, or a court of competent jurisdiction shall determine that such securities under holder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. The Total Common Merger Consideration shall be reduced, on a dollar for dollar basis, as if the applicable holder of such Dissenting Shares had not been a stockholder on the Merger Consideration, upon surrender, in the manner provided in this Article I, Closing Date. Any portion of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect Total Common Merger Consideration made available to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it Paying Agent pursuant to Section 262(d) (2) of the Delaware Code with respect 2.2 to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockpay for Dissenting Shares will be returned to Parent upon demand. The Company shall give Evergreen Parent (a) prompt written notice of any written demands for appraisal received by or payment of the fair value of any shares of Company with respect to the Company Convertible Preferred Stock, Common Stock or withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and received by (b) the Company, and Evergreen shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 262 of the DGCL. Prior to the Effective Time, the Company shall will not, except with without the prior written consent of EvergreenParent, voluntarily make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, Acuity Shares which are issued and outstanding immediately prior to the Acuity Merger Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Acuity Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the shares of Company Convertible Preferred Parent Common Stock or Radio Broadcasting Parent Series C Preferred Stock, as applicable, outstanding immediately prior and Parent Warrants, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock DGCL. Acuity Dissenting Shares shall be treated in accordance with Section 262 of the Delaware Code and who shall not have withdrawn DGCL. If any such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights such right to appraisal of appraisal, such securities under Section 262 holder’s Acuity Shares shall thereupon be deemed to have been converted into, as of the Effective Time, into and become exchangeable only for the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (Acuity Merger Effective Time, shares of Parent Common Stock or Parent Series C Preferred Stock, as defined in Section 4.2 applicable, and Parent Warrants. Acuity shall give (a)) Parent and shall otherwise comply with Froptix prompt notice of any written demands for appraisal of any Acuity Shares, attempted withdrawals of such demands and any other instruments, served pursuant to the provisions DGCL and received by Acuity relating to rights to be paid the “fair value” of Acuity Dissenting Shares, as provided in Section 262 of the Delaware Code. The Surviving Corporation shallDGCL and (b) Parent the opportunity to participate in, within ten days and after the Effective TimeClosing, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of recorddirect, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company Acuity shall not, except with the prior written consent of EvergreenParent and Froptix, voluntarily make or agree to make any payments payment with respect to any demands for appraisalappraisals of Acuity Shares. Acuity or Surviving Company II, or settle or offer to settleas applicable under Section 262 of the DGCL, any shall comply will all notice requirements under such demandsSection.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholder who has did not voted vote in favor of the Merger (or consented consent thereto in writing) and who is entitled to demand and properly demands in writing appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (the “Dissenting Stockholders”), shall not be converted into or represent be exchangeable for the right to receive the Per Share Merger Consideration therefor ("Dissenting Shares"). Such stockholders Consideration, but instead such holder shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the Delaware CodeDGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except that all Dissenting Shares held by stockholders who the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of such securities under Section 262 Common Stock shall thereupon be deemed to have treated as if they had been converted intointo and become exchangeable for the right to receive, as of the Effective Time, the right to receivePer Share Merger Consideration for each such share of Common Stock, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall4.1, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockwithout interest. The Company shall give Evergreen Parent (i) prompt written notice and a copy of any written demands for appraisal received by the Company with respect to the Company Convertible Preferred Stockappraisal, attempted withdrawals of such demands, and any other instruments served pursuant to Delaware law and applicable Law that are received by the Company, Company relating to Company stockholders’ rights of appraisal and Evergreen shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal by Company stockholders under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, voluntarily make any payments payment with respect to any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, Cardo Units which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor of Cardo Members properly exercising dissenter’s rights available under the Merger or consented Dissenter’s Act (the “Cardo Dissenting Units”) shall be converted into the right to receive payment from Surviving Entity with respect thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent be exchangeable for the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Parent Common Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who unless and until such holders shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of under the Dissenter’s Act. Cardo Dissenting Units shall be treated in accordance with the Dissenter’s Act. If any such securities under Section 262 holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Cardo Units shall thereupon be deemed converted into and become exchangeable only for the right to have been converted intoreceive, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, shares of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Parent Common Stock in accordance with Section 262 the terms of this Article III. Cardo shall give Parent: (da) prompt notice of any written demands for appraisal of any Cardo Units, attempted withdrawals of such demands and any other instruments, served pursuant to the Dissenter’s Act and received by Cardo relating to rights to be paid the “fair value” of Cardo Dissenting Units, as provided in the Dissenter’s Act; and (1b) of the Delaware Code opportunity to participate in, and after the Closing, direct, all negotiations and Proceedings with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by under the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demandsDissenter’s Act. Prior to the Effective Time, the Company Cardo shall not, except with the prior written consent of EvergreenParent, voluntarily make or agree to make any payments payment with respect to any demands for appraisalappraisals of Cardo Units. Cardo or Surviving Entity, or settle or offer to settleas applicable under the Dissenter’s Act, any shall comply with all notice requirements under such demandsDissenter’s Act.

Dissenting Shares. Notwithstanding anything herein any other provision of this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred BHS Stock or Radio Broadcasting Preferred Stock, as applicable, that are outstanding immediately prior to the Effective Time and that are held by a holder shareholders who has shall have not voted in favor of the Merger or consented thereto in writing and who properly demands in writing shall have demanded appraisal of for such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of S.C. Code Xxx. § 00-00-000 et seq. (collectively, the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares")appropriate cash consideration. Such stockholders shareholders instead shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, S.C. Code Xxx. § 00-00-000 et seq. except that all Dissenting Shares held by stockholders shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such securities shares under Section 262 S.C. Code Xxx. § 00-00-000 et seq. shall thereupon be deemed to have been converted intointo and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable Merger Consideration, appropriate cash consideration upon surrender, surrender in the manner provided in this Article I, Section 1.6 of the certificate or certificates that formerly represented such securities. The Company shall take all actions required that, immediately prior to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockevidenced such shares. The Company BHS shall give Evergreen Bankshares (i) prompt written notice of any written demand for appraisal of any shares of BHS Stock, attempted withdrawals of such demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and or any other instruments served pursuant to Delaware law S.C. Code Xxx. § 00-00-000 et seq. and received by the CompanyBHS relating to shareholders’ rights of appraisal, and Evergreen shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands under S.C. Code Xxx. Prior to § 00-00-000 et seq. consistent with the Effective Time, the Company obligations of BHS thereunder. BHS shall not, except with the prior written consent of EvergreenBankshares, (x) make any payments payment with respect to such demand, (y) offer to settle or settle any demands demand for appraisal, or settle (z) waive any failure to timely deliver a written demand for appraisal or offer timely take any other action to settle, any such demandsperfect appraisal rights in accordance with S.C. Code Xxx. § 00-00-000 et seq.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held owned by a holder who is entitled to demand and has not voted in favor of the Merger or consented thereto and who properly demands in writing demanded appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with with, and who complies in all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”) shall not be converted into or the right to receive the Per Share Merger Consideration, and shall instead represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with and to the provisions of extent provided by Section 262 of the Delaware CodeDGCL. At the Effective Time, except that (a) all Dissenting Shares held by stockholders who shall have failed be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or who effectively shall have withdrawn otherwise waives, withdraws or lost their rights loses such holder’s right to appraisal of such securities under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted intoconverted, as of the Effective Time, into the right to receive, without any interest thereon, receive the applicable Per Share Merger Consideration, Consideration upon surrender, in the manner provided terms and conditions set forth in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockAgreement. The Company shall give Evergreen Holicity prompt written notice (and in any event within two (2) Business Days) of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Holicity shall have the right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenHolicity, make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein any other provisions of this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, any Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder who has Time, that are not voted in favor of (or the holder of which has not executed a consent to) the adoption of this Agreement and the Merger and in respect of which appraisal or consented thereto and who properly demands dissenter’s rights shall have been perfected in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 a timely manner pursuant to Chapter 23 of the Delaware Code Tennessee Business Corporation Act and who shall not have withdrawn such demand Shares that, as of the Effective Time, are or otherwise have forfeited appraisal rightsmay become shares held by a “dissenter” within the meaning of Section 40-00-000 of the Tennessee Business Corporation Act (collectively, the “Dissenting Shares”), shall not be converted into or represent the a right to receive a portion of the Merger Consideration therefor consideration payable to the Shareholders pursuant to Section 2.06, unless and until such holder of Dissenting Shares shall have effectively withdrawn, lost or failed to perfect such holder’s appraisal or dissenter’s rights under the Tennessee Business Corporation Act ("Dissenting Shares"any such holder so withdrawing, losing or failing to perfect, a “Reverting Holder”). Such stockholders Each holder of Dissenting Shares shall be entitled to receive only the payment provided by Chapter 23 of the appraised value of Tennessee Business Corporation Act with respect to Dissenting Shares. If, after the Effective Time, any such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who shall have failed holder fails to perfect or who effectively shall have withdrawn withdraws or lost their rights to appraisal of loses such securities under Section 262 right, such Reverting Holder’s Dissenting Shares shall thereupon cease to be “Dissenting Shares” and shall be deemed to have been converted intointo and have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, receive the applicable Merger Consideration, upon surrender, consideration due to such holder in the manner provided in this Article I, respect of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it Shares pursuant to Section 262(d) (2) of the Delaware Code 2.06, subject to compliance with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockSection 2.09. The Company shall give Evergreen Parent (i) prompt written notice of any demands for appraisal received upon receipt by the Company with respect to the Company Convertible Preferred Stockof any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to Delaware law and applicable Law that are received by the Company, Company relating to Shareholders’ rights of appraisal and Evergreen shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the Tennessee Business Corporation Act. Prior to The Company and the Effective Time, the Company Surviving Corporation shall not, except with the prior written consent of EvergreenParent, which may be granted in Parent’s sole and absolute discretion, make any payments payment with respect to any demands for appraisalappraisal of Dissenting Shares, offer to settle or settle or offer to settle, any such demands, except as required by Law.

Dissenting Shares. Notwithstanding anything herein If applicable, and to the contrary in ----------------- this Agreementextent available under Section 262 of the DGCL, shares any share of capital stock of the Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, that is issued and outstanding immediately prior to the Effective Time and that is held by a holder Company Stockholder who has did not voted consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the Merger approval of this Agreement, or consented thereto and who properly demands in writing execute an enforceable waiver of appraisal of such shares of rights to the extent permitted by applicable Law, which Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance Stockholder complies with Section 262 all of the Delaware Code provisions of the DGCL relevant to the exercise and who shall not have withdrawn perfection of appraisal rights (such demand or otherwise have forfeited appraisal rightsshare being a “Dissenting Share,” and such Company Stockholder being a “Dissenting Stockholder”), shall will not be converted into or represent the right to receive the Merger Consideration therefor ("consideration to which the Dissenting Shares"). Such stockholders shall Stockholder would be entitled pursuant to Section 1.02, but rather will be converted into the right to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance be determined to be due with the provisions of respect to such Dissenting Share pursuant to Section 262 of the Delaware CodeDGCL. If any Dissenting Stockholder fails to perfect such Company Stockholder’s dissenters’ rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, except that all such Dissenting Shares held by stockholders who shall have failed will thereupon automatically be converted into the right to perfect receive the consideration referred to in Section 1.02, subject to the payment procedures set forth in Section 1.07 and Section 1.08 and will no longer be Dissenting Shares for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if the Merger is rescinded or who effectively shall have withdrawn or lost their rights abandoned, then the right of a Company Stockholder to appraisal be paid the fair value of such securities under holder’s Dissenting Shares pursuant to Section 262 shall thereupon be deemed to have been converted into, as of the DGCL will cease. At the Effective Time, the right any Dissenting Stockholder shall cease to receive, without have any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code rights with respect to any Dissenting Shares, except the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined rights provided in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeDGCL. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code Company will not voluntarily make any payment with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands demand for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with Dissenting Shares without the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, Parent (which consent may or settle or offer to settle, any such demandsmay not be given in the sole and absolute discretion of Parent).

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares with respect to each share of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing with respect to such share and who is entitled to demand and has properly demands in writing exercised appraisal rights of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock share in accordance with Section 262 of the Delaware Code DGCL and who shall has not have effectively withdrawn or lost its rights to appraisal with respect to such demand or otherwise have forfeited appraisal rightsshare (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent the a right to receive any portion of the Merger Consideration therefor ("Dissenting Shares"). Such stockholders pursuant to ‎Section 3.01 and the holders thereof shall be entitled to 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 receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that if (a) any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (b) any holder of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (c) a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the appraised value DGCL, then such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions and such shares of Section 262 of the Delaware Code, except that all Company Common Stock shall thereupon cease to constitute Dissenting Shares held for purposes of this Agreement, and each such share of Company Common Stock shall, to the fullest extent permitted 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 Applicable Law, thereafter be deemed to have been automatically converted intointo and to have become, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take will give Parent prompt written notice of all actions required to be taken written demands received by it in accordance with Section 262 (d) (1) the Company for appraisal of the Delaware Code with respect to the holders any shares of Company Convertible Preferred Stock as Common Stock, withdrawals or attempted withdrawals of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) such demands and shall otherwise comply with the provisions of any other instruments, notices or demands served pursuant to Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demandsDGCL. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands or propose or otherwise agree to do any of the foregoing. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands.

Dissenting Shares. Notwithstanding anything herein Section 2.1(c), to the contrary in ----------------- this Agreementextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and TABLE OF CONTENTS​​ perfected his or consented thereto and who properly demands in writing her demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration. At the Effective Time, the Dissenting Shares"). Such stockholders Shares shall no longer be 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, but the holders of such Dissenting Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of shall be determined pursuant to Section 262 of the Delaware CodeDGCL; provided, except however, that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his or her right to appraisal and payment under the DGCL (prior to the Election Date), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration in accordance with this Agreement, without any interest thereonand such shares shall not be deemed to be Dissenting Shares. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time (or after the Election Deadline), the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, each share of the certificate or certificates that formerly represented Company Common Stock of such securitiesholder shall be treated as a Non-Election Share. The Company shall take all actions Any payments required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code made with respect to the holders of Company Convertible Preferred Stock as of Dissenting Shares shall be made by Parent (and not the record date for Company, Holdings, Merger Sub or Merger Sub LLC), and the Stockholders Meeting (as defined in Section 4.2 (a)) and Aggregate Merger Consideration shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shallbe reduced, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of recordon a dollar-for-dollar basis, as if the holder of such Dissenting Shares had not been a stockholder on the Effective Time, of the Radio Broadcasting Preferred StockClosing Date. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Following the Effective Time, the Surviving Company will comply with any notice requirements applicable to a merger without a meeting of stockholders pursuant to Section 262 of the DGCL.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Merger Effective Time and held owned by a holder who is entitled to demand and has not voted in favor of the Merger or consented thereto and who properly demands in writing demanded appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with with, and who complies in all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”) shall not be converted into or the right to receive the Per Share Merger Consideration, and shall instead represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with and to the provisions of extent provided by Section 262 of the Delaware CodeDGCL. At the Merger Effective Time, except that (a) all Dissenting Shares held by stockholders who shall have failed be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or who effectively shall have withdrawn otherwise waives, withdraws or lost their rights loses such holder’s right to appraisal of such securities under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted intoconverted, as of the Merger Effective Time, into the right to receive, without any interest thereon, receive the applicable Per Share Merger Consideration, Consideration upon surrender, in the manner provided terms and conditions set forth in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockAgreement. The Company shall give Evergreen Trident prompt written notice (and in any event within two Business Days) of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Trident shall have the right to participate in and, following the Merger Effective Time, direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, except with the prior written consent of EvergreenTrident, make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- this Agreement, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1262(d)(1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a4.2(a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2262(d)(2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, or settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held owned by a holder who is entitled to demand and has not voted in favor of the Merger or consented thereto and who properly demands in writing demanded appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with with, and who complies in all respects with, Section 262 10.354 of the Delaware Code and who shall not have withdrawn TBOC (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”) shall not be converted into or the right to receive the Per Share Merger Consideration, and shall instead represent the right to receive payment of the Merger Consideration therefor fair value of such Dissenting Shares in accordance with and to the extent provided by Section 10.354 of the TBOC. At the Effective Time, ("a) all Dissenting Shares"). Such stockholders Shares shall be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to receive payment such rights as may be granted to them under the TBOC. If any such holder fails to perfect or otherwise waives, withdraws or loses such holder’s right to appraisal under Section 10.354 of the appraised TBOC or other applicable Law, then the right of such holder to be paid the fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 cease and such Dissenting Shares shall have withdrawn or lost their rights to appraisal of such securities under Section 262 shall thereupon be deemed to have been converted intoconverted, as of the Effective Time, into the right to receive, without any interest thereon, receive the applicable Per Share Merger Consideration, Consideration upon surrender, in the manner provided terms and conditions set forth in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockAgreement. The Company shall give Evergreen Acquiror prompt written notice (and in any event within two Business Days) of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the TBOC and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Acquiror shall have the right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenAcquiror, make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 10.354 of the TBOC, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, any shares of Company Convertible Preferred Corporation Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholder of the Corporation who has not voted in favor of the Merger or consented thereto in writing to adopt this Agreement and who is entitled to demand, and properly demands in writing demands, appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code pursuant to, and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightscomplies in all respects with, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware CodeDGCL (such stockholders, except that all the “Dissenting Stockholders”, and such shares of Corporation Common Stock, the “Dissenting Shares”), shall not be converted into the right to receive LLC Shares, but instead shall be cancelled and Dissenting Stockholders shall cease to have any rights with respect to such Dissenting Shares, other than the right to be paid the fair value of such Dissenting Shares held by stockholders who as may be granted pursuant to Section 262 of the DGCL, unless and until such Dissenting Stockholder shall have failed to perfect or who effectively shall have effectively withdrawn his demand or his lost their rights to appraisal under the DGCL. If, after the Effective Time, any Dissenting Stockholder shall have failed to perfect, or shall have effectively withdrawn his or her demand or lost his or her rights to appraisal under the DGCL, (i) such Dissenting Stockholder’s shares of Corporation Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement, and such securities under Section 262 holder’s shares of Corporation Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, the right to receivereceive LLC Shares in accordance with Section 2.1(a), and any dividends or other distributions to which such holder is entitled, without any interest thereon, and (ii) such Dissenting Stockholder shall cease to be a Dissenting Stockholder, shares of Corporation Common Stock owned by such person shall cease to be Dissenting Shares, and such person shall be automatically admitted to the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, LLC as a member of the certificate or certificates that formerly represented such securitiesLLC. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, or settle or offer to settle, any such demands.ARTICLE THREE

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, capital stock of Net.Capitol that are issued and outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has have not voted such shares in favor of the Merger or consented thereto and who properly demands in writing have delivered a written demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with the manner provided in Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, Law ("Dissenting Shares") shall not be canceled and converted into in accordance with Section 1.5 unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal and payment under Section 262 of the Delaware Law. If such holder shall have so failed to perfect, or shall have effectively withdrawn or lost such right, such holder's capital stock of Net.Capitol shall thereupon be deemed to have been canceled and converted as described in Section 1.5 at the Effective Time, and each such share shall represent solely the right to receive the Merger Consideration therefor ("Dissenting Shares")and, to the extent applicable, the Additional Merger Consideration described in Sections 1.5 and 1.6. Such stockholders Net.Capitol shall be entitled to receive payment give prompt notice of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held any demands received by them in accordance with the 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 Net.Capitol for appraisal of such securities under Section 262 shall thereupon be deemed its shares, and, prior to have been converted into, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen Netivation shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company Net.Capitol shall not, except with the prior written consent of EvergreenNetivation, make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands. From and after the Effective Time, no stockholder of Net.Capitol who has demanded appraisal rights as provided in Section 262(d) of the Delaware Law shall be entitled to vote such holder's shares of Netivation Stock or capital stock of Net.Capitol for any purpose or to receive payment of dividends or other distributions with respect to such holder's shares (except dividends and other distributions payable to stockholders of record of Net.Capitol at a date which is prior to the Effective Time). Any stockholder who has effectively withdrawn said holder's claim for appraisal rights prior to the Effective Time shall be entitled to receive dividends or other distributions with respect to such holder's shares in the same manner as if such appraisal rights had not been demanded.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- For purposes of this Agreement, “Proposed Dissenting Shares” means shares of LBI Common Stock whose holders provide notice of dissent to Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time LBI Shareholder Meeting and held by a holder who has do not voted vote in favor of the Merger or consented thereto and who properly demands Merger, in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock each case in accordance with Section 262 § 4-27-1302 of the Delaware Code ABCA, and who shall not “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have withdrawn such demand or otherwise have forfeited appraisal properly taken all additional steps necessary to exercise their dissenters’ rights, shall not if any, under § 4-27-1302 of the ABCA. Each outstanding Perfected Dissenting Share will be converted into or represent the right rights provided under the ABCA (and shall no longer be outstanding and shall automatically be cancelled and cease to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment exist as of the appraised value of Effective Time), unless the holder thereof withdraws his or her demand for payment, in which case each such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all share (a “Withdrawn Dissenting Shares held by stockholders who Share”) 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 intoat the Effective Time into the right to receive from Purchaser the Merger Consideration, without any interest (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the Effective Time). To the extent that a holder of Proposed Dissenting Shares fails to perfect such holder’s dissenters’ rights under the ABCA, such Proposed Dissenting Shares shall be treated as Withdrawn Dissenting Shares under this Agreement. Each holder of Perfected Dissenting Shares who becomes entitled to payment for his or her LBI Common Stock pursuant to the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, provisions of the certificate or certificates that formerly represented ABCA shall receive payment for such securities. The Company shall take all actions required to be taken by it Perfected Dissenting Shares from Purchaser in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeABCA. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen Purchaser (i) prompt written notice of any demands notice or demand for appraisal or payment for shares of LBI Common Stock received by Company and (ii) the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand or notices. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenPurchaser, make any payments payment with respect to any demands for appraisalto, or settle, offer for settle or offer to settle, otherwise negotiate any such demands. Perfected Dissenting Shares, Withdrawn Dissenting Shares and Proposed Dissenting Shares are collectively referred to herein as “Dissenting Shares.”

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- this Agreement, shares Each share of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a Time, the holder who of which has not voted in favor of the Merger or consented thereto and who has properly demands in writing demanded and perfected such holder’s dissenter’s rights of appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 0-000-000, et seq., of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsCBCA, is referred to herein as a “Dissenting Share.” Notwithstanding anything in this Agreement to the contrary, each Dissenting Share shall not be converted into or represent the right to receive the Per Share Merger Consideration therefor ("or the Per Share Transaction Value, as applicable, pursuant to this Article III and shall be entitled only to such rights as are available to such holder pursuant to the applicable provisions of the CBCA. Each holder of Dissenting Shares"). Such stockholders Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, Dissenting Shares held by them such holder in accordance with the applicable provisions of Section 262 the CBCA, provided that such holder complies with the procedures contemplated by and set forth in the applicable provisions of the Delaware Code, except that all CBCA. If any holder of any Dissenting Shares held by stockholders who effectively withdraws or loses such holder’s dissenter’s rights under the applicable provisions of the CBCA, each such Dissenting Share 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 intointo and to have become exchangeable for, as of at the Effective Time, the right to receivereceive the Per Share Merger Consideration or the Per Share Transaction Value, as applicable, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it thereon in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockthis Article III. The Company shall give Evergreen Guaranty: (a) prompt written notice of any written demands for appraisal received by the Company with respect to the Company Convertible Preferred Stockfair value, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law Applicable Law relating to shareholders’ demands for fair value; and received by (b) the Company, and Evergreen shall have the right opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for fair value under the CBCA or any other Applicable Law. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenGuaranty, voluntarily make any payments payment with respect to any demands for appraisalfair value of Dissenting Shares, offer to settle or settle or offer to settle, any such demands.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- this Agreement, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to At the Effective Time and held Time, all outstanding Company Stock shall, by a holder who has not voted in favor virtue of the Merger or consented thereto and who properly demands without further action, cease to exist, and all such securities shall be converted into the right to receive from Acquiror the cash amount to which the holder thereof is entitled pursuant to Section 2.2(b). If, in writing appraisal of such shares connection with the Merger, holders of Company Convertible Preferred Stock are entitled to appraisal or Radio Broadcasting Preferred Stock in accordance with Section 262 of dissenters’ rights pursuant to the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsKGCC, any Dissenting Shares shall not be converted into a right to receive cash as provided in Section 2.2(b), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the KGCC. Each holder of Dissenting Shares who, pursuant to the KGCC, becomes entitled to payment of the fair value of such shares shall receive payment therefor in accordance with the KGCC (but only after the value therefor shall have been agreed upon or represent finally determined pursuant to such law). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal or dissenters’ rights as to its shares of Company Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled consideration issuable pursuant to receive payment of the appraised value Section 2.2(b) in respect of such shares of Company Convertible Preferred Stock had such shares never been Dissenting Shares, and at Closing (or Radio Broadcasting Preferred Stock, as promptly thereafter) Acquiror shall issue and deliver to the case may be, held by them in accordance with holder thereof the 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 receivecash, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented to which such securities. The Company shall take all actions required to be taken by it in accordance with Stockholder would have been entitled under Section 262 (d2.2(b) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stocksuch shares. The Company shall give Evergreen Acquiror prompt written notice (and in no event more than two (2) Business Days after receipt thereof) of any demands for appraisal demand received by the Company with respect to the for appraisal of Company Convertible Preferred Stock, withdrawals Stock or notice of such demandsexercise of a Company Stockholder’s appraisal or dissenters’ rights, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen Acquiror shall have the right to participate in control all negotiations and proceedings with respect to any such demandsdemand. Prior to the Effective Time, the The Company shall notagrees that, except with the Acquiror’s prior written consent of Evergreenconsent, it shall not voluntarily make any payments payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle, any such demandsdemand for appraisal or exercise of appraisal or dissenters’ rights.

Dissenting Shares. Notwithstanding anything herein any provision of this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, all Shares that are issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) and held by a holder holders who has not shall neither have voted in favor of the Merger or nor consented thereto in writing and who shall have properly demands and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in writing appraisal respect of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock Shares in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (collectively, “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration therefor ("Consideration. At the Effective Time, the Dissenting Shares"). Such stockholders Shares shall no longer be entitled outstanding and shall automatically be cancelled and cease to exist, and each holder who holds any Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware CodeDGCL or, except that all on the terms of this Section 3.02, to receive payment of the Merger Consideration as provided in Section 3.01(a). Any holder of Dissenting Shares held shall be entitled only to such rights as are granted by stockholders who shall have failed the DGCL to perfect or who effectively shall have withdrawn or lost their rights a holder of dissenting shares, unless and until such holder fails 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeDGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s Shares under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL. The Surviving Corporation shallIf, within ten days after the Effective Time, take all actions required a holder of Dissenting Shares fails to be taken by it pursuant to comply with the provisions of Section 262(d) (2) 262 of the Delaware Code with respect DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to all holders of record, as the appraisal provided by Section 262 of the DGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective TimeTime into the right to receive the Merger Consideration, of the Radio Broadcasting Preferred Stockwithout interest thereon. The Company shall give Evergreen Parent prompt written notice of any written demands for appraisal of any Shares received by the Company with respect under Section 262 of the DGCL, any withdrawal of any such demand and any other written demand, notice or instrument delivered to the Company Convertible Preferred Stock, withdrawals of prior to the Effective Time pursuant to the DGCL that relates to such demandsdemand, and any other instruments served pursuant to Delaware law and received by shall give Parent the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsany notices or demands for appraisal of any Shares. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, make any payments payment with respect to any such demands for appraisal, or settle appraisal or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- For purposes of this Agreement, “Proposed Dissenting Shares” means shares of BFHI Common Stock whose holders provide notice of dissent to the Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time BFHI Shareholder Meeting and held by a holder who has do not voted vote in favor of the Merger or consented thereto and who properly demands Merger, in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock each case in accordance with Section 262 §607.1321 of the Delaware Code FSA, and who shall not “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have withdrawn such demand or otherwise have forfeited appraisal properly taken all additional steps necessary to exercise their dissenters’ rights, shall not if any, under the FSA. Each outstanding Perfected Dissenting Share will be converted into or represent the right to receive rights provided under the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment applicable provisions of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, FSA (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware CodeEffective Time), except that all unless the holder thereof withdraws his or her demand for payment, in which case each such share (a “Withdrawn Dissenting Shares held by stockholders who Share”) 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 intoat the Effective Time into the right to receive from Purchaser the Merger Consideration, without any interest (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the Effective Time). To the extent that a holder of Proposed Dissenting Shares fails to perfect such holder’s dissenters’ rights as provided by applicable law, such Proposed Dissenting Shares shall be treated as Withdrawn Dissenting Shares under this Agreement. Each holder of Perfected Dissenting Shares who becomes entitled to payment for his or her BFHI Common Stock pursuant to the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, provisions of the certificate or certificates that formerly represented FSA shall receive payment for such securities. The Company shall take all actions required to be taken by it Perfected Dissenting Shares from Purchaser in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeFSA. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen Purchaser (i) prompt written notice of any demands notice or demand for appraisal or payment for shares of BFHI Common Stock received by Company and (ii) the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand or notices. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenPurchaser, make any payments payment with respect to any demands for appraisalto, or settle, offer to settle or offer to settle, otherwise negotiate any such demands. Perfected Dissenting Shares, Withdrawn Dissenting Shares and Proposed Dissenting Shares are collectively referred to herein as “Dissenting Shares.”

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Common Stock and Company Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held owned by a holder who is entitled to: demand and has not voted properly demanded appraisal for such shares in favor of the Merger or consented thereto accordance with, and who properly demands complies in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”) shall not be converted into or the right to receive the Per Share Merger Consideration, and shall instead represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with and to the provisions of extent provided by Section 262 of the Delaware CodeDGCL. At the Effective Time, except that (i) all Dissenting Shares held by stockholders who shall have failed be cancelled, extinguished and cease to exist and (ii) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or who effectively shall have withdrawn otherwise waives, withdraws or lost their rights loses such holder’s right to appraisal of such securities under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted intoconverted, as of the Effective Time, into and shall be exchangeable solely for the right to receive, without any interest thereon, receive the applicable Per Share Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Consideration in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stockthis Article III. The Company shall give Evergreen Acquiror prompt written notice (and in any event within two (2) Business Days) of any demands for appraisal or notice of exercise received by the Company with respect to the for appraisal of shares of Company Convertible Common Stock and Company Preferred StockStock or dissenters’ rights, attempted withdrawals of such demands, notices, and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Acquiror shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenAcquiror (which shall not be unreasonably withheld, delayed, or denied), make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or dissenters’ rights or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder Company Stockholder who has not voted in favor of the Merger or consented thereto in writing or by electronic transmissions and has properly demanded appraisal for such shares in accordance with, and who properly demands complies in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration and shall instead represent the right to receive payment of the fair value of such 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 to only such rights as may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall only represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of upon the appraised value surrender of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockII. The Company shall give Evergreen Acquiror reasonably prompt written notice of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Acquiror shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenAcquiror (such consent not to be unreasonably withheld, conditioned or delayed), make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementand to the extent available under Section 262 of the DGCL, shares any share of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, that is issued and outstanding immediately prior to the Effective Time and that is held by a holder Common Stockholder or Company Preferred Stockholder who has did not voted consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the Merger adoption of this Agreement, which Common Stockholder or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance Stockholder complies with Section 262 all of the Delaware Code provisions of the DGCL relevant to the exercise and who shall not have withdrawn perfection of appraisal rights (such demand share being a “Dissenting Share,” and such Common Stockholder or otherwise have forfeited appraisal rightsCompany Preferred Stockholder being a “Dissenting Stockholder”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders consideration to which the holder of such share would be entitled pursuant to Section 1.04 but rather shall be entitled converted into the right to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance be determined to be due with the provisions of respect to such Dissenting Share pursuant to Section 262 of the Delaware CodeDGCL. If any Dissenting Stockholder fails to perfect such stockholder’s appraisal rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, except that all such 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 automatically be deemed to have been converted into, as of the Effective Time, into the right to receivereceive the consideration referred to in Section 1.04, without any interest thereon, pursuant to the applicable Merger Consideration, upon surrender, exchange procedures set forth in Section 1.06. Notwithstanding anything to the manner provided contrary contained in this Article IAgreement, if the Merger is rescinded or abandoned, then the right of the certificate or certificates that formerly represented such securities. The Company shall take all actions required a Stockholder to be taken by it in accordance with Section 262 (d) (1) paid the fair value of the Delaware Code with respect such holder’s Dissenting Shares pursuant to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDGCL shall cease. The Company shall give Evergreen prompt written Parent (a) notice of any demands demand for appraisal payment of the fair value of any shares of Company Stock or any attempted withdrawal of any such demand for payment and any other instrument served pursuant to the DGCL and received by the Company with respect relating to any Stockholder’s appraisal rights and (b) the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to any such demandsdemands for payment under the DGCL. Prior to the Effective Time, the The Company shall notnot (x) voluntarily make any payment with respect to any demand for appraisal with respect to any Dissenting Shares and/or (y) offer to settle or settle any demand, except with in either case, without the prior written consent of EvergreenParent (which consent shall not be unreasonably conditioned, make withheld or delayed). Notwithstanding the foregoing, to the extent that Parent or the Surviving Corporation (i) makes any payment or payments in respect of any Dissenting Shares in excess of the Merger Consideration that otherwise would have been payable in respect of such Dissenting Shares in accordance with this Agreement (valuing the Parent Common Stock at the Final Closing Date Price) or (ii) incurs, suffers or sustains any Losses in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Dissenting Share Payments”), Parent shall be entitled to any demands for appraisal, or settle or offer to settle, any recover the amount of such demandsDissenting Share Payments under the terms of Article VIII hereof.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementand to the extent available under Section 262 of the DGCL, shares any share of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, that is issued and outstanding immediately prior to the Effective Time and that is held by a holder Company Common Stockholder or Company Preferred Stockholder who has did not voted consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the Merger adoption of this Agreement, which Company Common Stockholder or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance Stockholder complies with Section 262 all of the Delaware Code provisions of the DGCL relevant to the exercise and who shall not have withdrawn perfection of appraisal rights (such demand share being a “Dissenting Share,” and such Company Common Stockholder or otherwise have forfeited appraisal rightsCompany Preferred Stockholder being a “Dissenting Company Stockholder”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders to which the holder of such share of Company Stock would be entitled pursuant to Section 1.05 but rather shall be entitled converted into the right to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance be determined to be due with the provisions of respect to such Dissenting Share pursuant to Section 262 of the Delaware CodeDGCL. If any Dissenting Company Stockholder fails to perfect its appraisal rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, except that all such 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 automatically be deemed to have been converted into, as of the Effective Time, into the right to receive, without any interest thereon, receive the applicable Merger Consideration, upon surrender, Consideration referred to in Section 1.05. Notwithstanding anything to the manner provided contrary contained in this Article IAgreement, if the Merger is rescinded or abandoned, then the right of the certificate or certificates that formerly represented such securities. The a Dissenting Company shall take all actions required Stockholder to be taken by it in accordance with Section 262 (d) (1) paid the fair value of the Delaware Code with respect such holder’s Dissenting Shares pursuant to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDGCL shall cease. The Company shall give Evergreen prompt written Parent (a) notice of any demands demand for appraisal payment of the fair value of any shares of Company Stock or any attempted withdrawal of any such demand for payment and any other instrument served pursuant to the DGCL and received by the Company with respect relating to any Company Stockholder’s appraisal rights and (b) the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to any such demandsdemands for payment under the DGCL. Prior to the Effective Time, the The Company shall notnot (x) voluntarily make any payment with respect to any demand for appraisal with respect to any Dissenting Shares and/or (y) offer to settle or settle any demand, except with in either case, without the prior written consent of EvergreenParent (which consent shall not be unreasonably conditioned, make withheld or delayed). Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the Merger Consideration that otherwise would have been payable or issuable in respect of such Dissenting Shares in accordance with this Agreement or (ii) incurs, suffers or sustains any Losses in respect of any Dissenting Shares, with the value of the Merger Shares that such Dissenting Shares would otherwise be entitled to any demands for appraisalreceive hereunder based on the Parent Stock Value ((i) and (ii) together “Dissenting Share Payments”), or settle or offer Parent shall be entitled to settle, any recover the amount of such demands.Dissenting Share Payments under the terms of Article VII hereof. Table of Contents

Dissenting Shares. Notwithstanding anything herein contained in this Agreement to the contrary in ----------------- this Agreementbut only to the extent required by the DGCL, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, Shares that are issued and outstanding immediately prior to the Effective Time and are held by a holder holders of Shares who has not voted in favor comply with all the provisions of the law of the State of Delaware concerning the right of holders of Shares to dissent from the Merger or consented thereto and who properly demands in writing require appraisal of their Shares (such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code holders being referred to hereinafter as "Dissenting Stockholders", and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, Shares being referred to hereinafter as "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders but shall be entitled become the right to receive payment such consideration as may be determined to be due such Dissenting Stockholder pursuant to the law of the appraised State of Delaware; provided, however, that (i) if any Dissenting Stockholder shall subsequently deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any Dissenting Stockholder fails to establish and perfect his or her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the Effective Time neither any Dissenting Stockholder nor the Surviving Corporation has filed a petition demanding a determination of the value of all Shares outstanding at the Effective Time and held by Dissenting Stockholders in accordance with applicable law, then such shares of Company Convertible Preferred Stock Dissenting Stockholder or Radio Broadcasting Preferred StockDissenting Stockholders, as the case may be, held by them in accordance with shall forfeit the 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 right to appraisal of such securities under Section 262 Shares and such Shares shall thereupon be deemed to have been converted intointo the right to receive, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrenderwithout interest, in the manner as provided in this Article ISection 2.3, of the certificate or certificates that formerly represented and such securities. The Company Shares shall take all actions required to no longer be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. The Company shall give Evergreen Parent and Merger Sub (x) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other related instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have (y) the right opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior The Company shall not voluntarily make any payment with respect to the Effective Time, the Company any demands for appraisal and shall not, except with the prior written consent of EvergreenParent, make any payments with respect to any demands for appraisal, or settle or offer to settle, settle any such demandsdemand.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger properly exercised and perfected his or consented thereto and who properly demands in writing her demand for appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with rights under Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Consideration, but the holders of such Dissenting Shares"). Such stockholders Shares shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance with the provisions of shall be determined pursuant to Section 262 of the Delaware CodeDGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, however, that all Dissenting Shares held by stockholders who if any such holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his or her right to appraisal and payment under the DGCL, such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securitiesshares shall not be deemed to be Dissenting Shares. The Company shall take all actions Any payments required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code made with respect to the Dissenting Shares shall be made by Parent (and not the Company or the Acquisition Sub), and the Aggregate Merger Consideration shall be reduced, on a dollar for dollar basis, by the amount of the Aggregate Merger Consideration to which the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stocksuch Dissenting Shares would have been entitled had they not exercised their appraisal rights. The Company shall give Evergreen Parent (a) prompt written notice of any written demands for appraisal received by or payment of the fair value of any shares of Company with respect to the Company Convertible Preferred Stock, Common Stock or withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and received by (b) the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 262 of the DGCL. Prior to the Effective Time, the Company shall not, except with without the prior written consent of Evergreenthe Parent, make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Target Common Stock or Radio Broadcasting Preferred Stock, as applicable, which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor shareholders of the Merger or consented Acquired Entities properly exercising dissenter’s rights available under the Dissenter’s Act (the “Target Dissenting Shares”) shall be converted into the right to receive payment from the Surviving Entity with respect thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent be exchangeable for the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Parent Common Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who unless and until such holders shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of payment under the Dissenter’s Act. Target Dissenting Shares shall be treated in accordance with the Dissenter’s Act. If any such securities under Section 262 holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Target Common Stock shall thereupon be deemed converted into and become exchangeable only for the right to have been converted intoreceive, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, shares of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Parent Common Stock in accordance with Section 262 the terms of this Article III. The Acquired Entities shall give Parent: (da) prompt notice of any written demands for payment of any Target Common Stock, attempted withdrawals of such demands and any other instruments, served pursuant to the Dissenter’s Act and received by either Acquired Entity relating to rights to be paid the “fair value” of Target Dissenting Shares, as provided in the Dissenter’s Act; and (1b) of the Delaware Code opportunity to participate in, and after the Closing, direct, all negotiations and Proceedings with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by under the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demandsDissenter’s Act. Prior to the Effective Time, the Company The Acquired Entities shall not, except with the prior written consent of EvergreenParent, voluntarily make or agree to make any payments payment with respect to any demands for appraisal, or settle or offer to settle, any such demandsappraisals of Target Common Stock. The Surviving Entity shall comply with all notice requirements under the Dissenter’s Act.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- foregoing provisions of this AgreementArticle III, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, Dissenting Shares shall not be converted into or represent a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled, and each holder of Dissenting Shares shall cease to have any rights with respect to such Dissenting Shares, except the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware CodeDGCL. Each Dissenting Stockholder who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, except however, that all (i) if any such Dissenting Shares held by stockholders who Stockholder shall have failed to perfect establish such holder’s entitlement to appraisal rights or who effectively to receive payment of the fair value of such holder’s Dissenting Shares in accordance with and as provided in Section 262 of the DGCL, or (ii) if any such Dissenting Stockholder shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost their rights such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such securities under Section 262 shares and each such share shall thereupon not constitute a Dissenting Share and shall be deemed treated as if it had been a Company Share immediately prior to have been converted intothe Effective Time and converted, as of the Effective Time, the into a right to receivereceive from the Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as of such date as determined in accordance with this Article III, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented thereon (and such securitiesholder shall be treated as a Pre-Closing Holder). The Company shall take will give Buyer prompt notice of all actions required written notices received by the Company pursuant to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeDGCL. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with Without the prior written consent of EvergreenBuyer, the Company shall not voluntarily negotiate, make any payments payment with respect to any demands for appraisalto, or settle or offer to settle, any such demandsdemand for payment. From and after the Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her shares of Company Stock for any purpose or receive payment of dividends or other distributions with respect to his or her shares of Company Stock (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, that are outstanding immediately prior to the Effective Time and that are held by a holder any Company Stockholder who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who have properly demands in writing demanded appraisal of for such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Common Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration therefor ("as provided in this Agreement, but rather, the holders of Dissenting Shares"). Such stockholders Shares shall be entitled only to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware CodeDGCL (and, 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 at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive, without any interest thereon, receive the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, appraised value of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Dissenting Shares in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shallDGCL); provided, within ten days after however, that if any such holder fails to perfect or otherwise shall waive, withdraw or lose the Effective Timeright to appraisal under the provisions of Section 262 of the DGCL, take all actions required then the right of such holder to be taken by it pursuant paid the appraised value of such holder’s Dissenting Shares will cease and such Dissenting Shares will be deemed to Section 262(d) (2) of the Delaware Code with respect to all holders of record, have been converted as of the Effective TimeTime into, of and to have become exchangeable solely for, the Radio Broadcasting Preferred Stockright to receive the Merger Consideration, without interest, as provided in this Agreement. The Company shall give Evergreen prompt written notice will notify Parent as promptly as reasonably practicable of any demands for appraisal received by the Company with respect to the for appraisal of any shares of Company Convertible Preferred Common Stock, withdrawals of such demands, thereof and any other instruments served delivered to the Company pursuant to Delaware law and received by Section 262 of the CompanyDGCL, and Evergreen shall Parent will have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, voluntarily make any payments payment with respect to any demands for appraisalto, or settle settle, or offer or agree to settle, any such demandsdemand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.2(b) to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementand to the extent available under Section 262 of the DGCL, shares any share of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, that is issued and outstanding immediately prior to the First Effective Time and that is held by a holder Company Common Stockholder or Company Preferred Stockholder who has did not voted consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the Merger adoption of this Agreement, which Company Common Stockholder or consented thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance Stockholder complies with Section 262 all of the Delaware Code provisions of the DGCL relevant to the exercise and who shall not have withdrawn perfection of appraisal rights (such demand share being a “Dissenting Share,” and such Company Common Stockholder or otherwise have forfeited appraisal rightsCompany Preferred Stockholder being a “Dissenting Stockholder”), shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders to which the holder of such share of Company Stock would be entitled pursuant to Section 1.05 but rather shall be entitled converted into the right to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, consideration as the case may be, held by them in accordance be determined to be due with the provisions of respect to such Dissenting Share pursuant to Section 262 of the Delaware CodeDGCL. If any Dissenting Stockholder fails to perfect its appraisal rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, except that all such 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 automatically be deemed to have been converted into, as of the Effective Time, into the right to receive, without receive the Merger Consideration referred to in Section 1.05 (together with any interest thereon, dividends or distributions provided for in Section 1.06(h) above). Notwithstanding anything to the applicable Merger Consideration, upon surrender, in the manner provided contrary contained in this Article IAgreement, if the First Merger is rescinded or abandoned, then the right of the certificate or certificates that formerly represented such securities. The Company shall take all actions required a Dissenting Stockholder to be taken by it in accordance with Section 262 (d) (1) paid the fair value of the Delaware Code with respect such holder’s Dissenting Shares pursuant to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDGCL shall cease. The Company shall give Evergreen prompt written Parent (a) notice of any demands demand for appraisal payment of the fair value of any shares of Company Stock or any attempted withdrawal of any such demand for payment and any other instrument served pursuant to the DGCL and received by the Company with respect relating to any Stockholder’s appraisal rights and (b) the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to any such demandsdemands for payment under the DGCL. Prior to the Effective Time, the The Company shall notnot (x) voluntarily make any payment with respect to any demand for appraisal with respect to any Dissenting Shares and/or (y) offer to settle or settle any demand, except with in either case, without the prior written consent of EvergreenParent (which consent shall not be unreasonably conditioned, make any payments with respect to any demands for appraisal, withheld or settle or offer to settle, any such demandsdelayed).

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred TechniScan Common Stock or Radio Broadcasting Preferred Stock, as applicable, which are issued and outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor of TechniScan shareholders properly exercising dissenter’s rights available under the Merger or consented Dissenter’s Act (the “TechniScan Dissenting Shares”) shall be converted into the right to receive payment from the Surviving Entity with respect thereto and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent be exchangeable for the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Parent Common Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who unless and until such holders shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of payment under the Dissenter’s Act. TechniScan Dissenting Shares shall be treated in accordance with the Dissenter’s Act. If any such securities under Section 262 holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s TechniScan Common Stock shall thereupon be deemed converted into and become exchangeable only for the right to have been converted intoreceive, as of the Effective Time, the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, shares of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it Parent Common Stock in accordance with Section 262 the terms of this Article III. TechniScan shall give Parent: (da) prompt notice of any written demands for payment of any TechniScan Common Stock, attempted withdrawals of such demands and any other instruments, served pursuant to the Dissenter’s Act and received by TechniScan relating to rights to be paid the “fair value” of TechniScan Dissenting Shares, as provided in the Dissenter’s Act; and (1b) of the Delaware Code opportunity to participate in, and after the Closing, direct, all negotiations and Proceedings with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by under the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demandsDissenter’s Act. Prior to the Effective Time, the Company TechniScan shall not, except with the prior written consent of EvergreenParent, voluntarily make or agree to make any payments payment with respect to any demands for appraisal, or settle or offer to settle, any such demandsappraisals of TechniScan Common Stock. The Surviving Entity shall comply with all notice requirements under the Dissenter’s Act.

Dissenting Shares. Notwithstanding anything herein any provision of this Agreement to the contrary in ----------------- this Agreementcontrary, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, all Shares that are issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) and held by a holder holders who has not shall neither have voted in favor of the Merger or nor consented thereto in writing and who shall have properly demands and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal in writing appraisal respect of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock Shares in accordance with Section 262 of the Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rightsDGCL (collectively, the “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration therefor ("Consideration. At the Effective Time, the Dissenting Shares"). Such stockholders Shares shall no longer be entitled outstanding and shall automatically be cancelled and cease to exist, and each holder who holds any Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with the provisions of Section 262 of the Delaware CodeDGCL or, except that all on the terms of this Section 3.02, to receive payment of the Merger Consideration as provided in Section 3.01(a). Such holder of the Dissenting Shares held shall be entitled only to such rights as are granted by stockholders who shall have failed the DGCL 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 a holder of the Effective TimeDissenting Shares, the right unless and until such holder fails to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeDGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s Shares under Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the DGCL. The Surviving Corporation shallIf, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) such holder of the Delaware Code Dissenting Shares fails to comply with respect to all holders the provisions of record, as Section 262 of the Effective Time, DGCL or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the appraisal provided by Section 262 of the Radio Broadcasting Preferred StockDGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest thereon. The Company shall give Evergreen Parent prompt written notice of any written demands for appraisal of any Shares received by the Company with respect under Section 262 of the DGCL, any withdrawal of any such demand and any other written demand, notice or instrument delivered to the Company Convertible Preferred Stock, withdrawals of prior to the Effective Time pursuant to the DGCL that relates to such demandsdemand, and any other instruments served pursuant to Delaware law and received by shall give Parent the Company, and Evergreen shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsany notices or demands for appraisal of any Shares. Prior to the Effective Time, the The Company shall not, except with the prior written consent of EvergreenParent, make any payments payment with respect to any such demands for appraisal, or settle appraisal or offer to settle, settle or settle any such demands.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into the right to receive the Merger or consented thereto and who properly demands in writing appraisal Consideration, but the holders of such shares Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of the Delaware Code and who shall not have withdrawn DGCL); provided, however, that if any such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares held by stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), such holder’s shares of such securities under Section 262 Company Common Stock shall thereupon be deemed to have been converted into, as of the Effective Time, Time into the right to receivereceive the Merger Consideration, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented and such securities. The Company shares shall take all actions required not be deemed to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockDissenting Shares. The Company shall give Evergreen prompt written notice to Parent of any demands for appraisal received by the of any shares of Company with respect to the Company Convertible Preferred Common Stock, withdrawals of such demands, demands and any other instruments served pursuant to Delaware law and the DGCL received by the CompanyCompany relating to appraisal demands, and Evergreen Parent shall have the right to participate in all discussions, negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenParent, make any payments payment with respect to any demands for appraisal, or settle or compromise or offer to settle, settle or compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein any provision of this Agreement to the contrary in ----------------- this Agreementand to the extent available under the DGCL, shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as applicable, issued and outstanding immediately prior to the First Effective Time and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly demands in writing exercised appraisal rights of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand shares of Company Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise have forfeited waives, withdraws, or loses such holder’s appraisal rights, rights under the DGCL with respect to such shares) shall not be converted into or represent into, and the holders thereof shall have no right to receive a portion of the Merger Closing Share Consideration, Aggregate Earnout Consideration therefor ("Dissenting Shares"). Such stockholders and Closing Cash Consideration that would otherwise be attributable to such holder of Company Stock, but instead shall be entitled to receive payment only such rights as are granted by Section 262 of the appraised value DGCL; provided, however, that if, after the First Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL 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 Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them in accordance with the 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 First Effective Time, Time into the right to receivereceive a portion of the Closing Share Consideration, Aggregate Earnout Consideration and Closing Cash Consideration in accordance with Section 3.02 without any interest thereon, the applicable Merger Consideration, upon surrender, transfer of such shares in the manner provided in this Article ISection 3.03. At the First Effective Time, (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled to only such rights as may be granted to him, her or it under the certificate or certificates that formerly represented such securitiesDGCL. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen provide Acquiror prompt written notice of any demands for appraisal received by the Company with respect to the for appraisal of shares of Company Convertible Preferred Stock, withdrawals any waiver or withdrawal of any such demandsdemand, and any other instruments served pursuant demand, notice, communication or instrument delivered to Delaware law and received by the CompanyCompany prior to the First Effective Time that relates to such demand, and Evergreen Acquiror shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except Except with the prior written consent of EvergreenAcquiror (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payments payment with respect to any demands for appraisalto, or settle settle, or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein in this Agreement to the contrary in ----------------- this Agreementcontrary, shares of the Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately prior to the Effective Time and held owned by a holder who is entitled to demand and has not voted in favor of the Merger or consented thereto and who properly demands in writing demanded appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with with, and who complies in all respects with, Section 262 of the Delaware Code and who shall not have withdrawn DGCL (such demand or otherwise have forfeited appraisal rightsshares, “Dissenting Shares”) shall not be converted into or the right to receive the Per Share Merger Consideration, and shall instead represent the right to receive the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised fair value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them Dissenting Shares in accordance with and to the provisions of extent provided by Section 262 of the Delaware CodeDGCL. At the Effective Time, except that (a) all Dissenting Shares held by stockholders who shall have failed be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled only to such rights as may be granted to them under the DGCL. If any such holder fails to perfect or who effectively shall have withdrawn otherwise waives, withdraws or lost their rights loses such holder’s right to appraisal of such securities under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall thereupon cease and such Dissenting Shares shall be deemed to have been converted intoconverted, as of the Effective Time, into the right to receive, without any interest thereon, receive the applicable Per Share Merger Consideration, Consideration upon surrender, in the manner provided terms and conditions set forth in this Article I, of the certificate or certificates that formerly represented such securities. The Company shall take all actions required to be taken by it in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware Code. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred StockAgreement. The Company shall give Evergreen Acquiror prompt written notice (and in any event within two Business Days) of any demands for appraisal received by the Company with respect to for appraisal of shares of the Company Convertible Preferred Common Stock, attempted withdrawals of such demands, demands and any other instruments served pursuant to Delaware law the DGCL and received by the CompanyCompany relating to rights to be paid the fair value of Dissenting Shares, and Evergreen Acquiror shall have the right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of EvergreenAcquiror, make any payments payment with respect to any demands for appraisalto, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- For purposes of this Agreement, “Proposed Dissenting Shares” means shares of Company Convertible Preferred Common Stock or Radio Broadcasting Preferred Stock, as applicable, outstanding immediately whose holders provide notice of dissent to the Company prior to the Effective Time Company Shareholder Meeting and held by a holder who has do not voted vote in favor of the Merger or consented thereto and who properly demands Merger, in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock each case in accordance with Section 262 §658.44 of the Delaware Code FSA, and who shall not “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have withdrawn such demand or otherwise have forfeited appraisal properly taken all additional steps necessary to exercise their dissenters’ rights, shall not if any, under §658.44 of the FSA. Each outstanding Perfected Dissenting Share will be converted into or represent the right to receive rights provided under the Merger Consideration therefor ("Dissenting Shares"). Such stockholders shall be entitled to receive payment applicable provisions of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, FSA (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as the case may be, held by them in accordance with the provisions of Section 262 of the Delaware CodeEffective Time), except that all unless the holder thereof withdraws his or her demand for payment, in which case each such share (a “Withdrawn Dissenting Shares held by stockholders who Share”) 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 intoat the Effective Time into the right to receive from Purchaser the Merger Consideration, without any interest (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the Effective Time). To the extent that a holder of Proposed Dissenting Shares fails to perfect such holder’s dissenters’ rights as provided by applicable law, such Proposed Dissenting Shares shall be treated as Withdrawn Dissenting Shares under this Agreement. Each holder of Perfected Dissenting Shares who becomes entitled to payment for his or her Company Common Stock pursuant to the right to receive, without any interest thereon, the applicable Merger Consideration, upon surrender, in the manner provided in this Article I, provisions of the certificate or certificates that formerly represented FSA shall receive payment for such securities. The Company shall take all actions required to be taken by it Perfected Dissenting Shares from Purchaser in accordance with Section 262 (d) (1) of the Delaware Code with respect to the holders of Company Convertible Preferred Stock as of the record date for the Stockholders Meeting (as defined in Section 4.2 (a)) and shall otherwise comply with the provisions of Section 262 of the Delaware CodeFSA. The Surviving Corporation shall, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) of the Delaware Code with respect to all holders of record, as of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen Purchaser (i) prompt written notice of any demands notice or demand for appraisal or payment for shares of Company Common Stock received by Company and (ii) the Company with respect to the Company Convertible Preferred Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware law and received by the Company, and Evergreen shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand or notices. Prior to the Effective Time, the Company shall not, except with without the prior written consent of EvergreenPurchaser, make any payments payment with respect to any demands for appraisalto, or settle, offer for settle or offer to settle, otherwise negotiate any such demands. Perfected Dissenting Shares, Withdrawn Dissenting Shares and Proposed Dissenting Shares are collectively referred to herein as “Dissenting Shares.”

Dissenting Shares. Notwithstanding anything herein to the contrary in ----------------- any other provision of this Agreement, shares of Company Convertible Preferred Schuxx Xxxmon Stock or Radio Broadcasting Preferred Stock, as applicable, that are outstanding immediately prior to the Effective Time and which are held by a holder of shares of Schuxx Xxxmon Stock who has shall have (i) duly given written notice to Schuxx, xxior to the taking of the vote by Schuxx'x xxxreholders on approval of this Plan of Merger, of such holder's intent to dissent from the Merger and demand payment of the "fair value" of such shares in accordance with Sections 23-1-44 et seq. of the Indiana Business Corporation Law (the "Dissenters' Rights Provisions"), (ii) not voted such shares in favor of the Merger or consented thereto Merger, and who properly demands in writing appraisal of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock in accordance with Section 262 of the Delaware Code and who shall (iii) not have withdrawn such demand withdrawn, waived or otherwise have lost or forfeited appraisal rightssuch holder's dissenter's rights under the Dissenters' Rights Provisions prior to the xlv 49 Effective Time (collectively, the "Dissenting Shares"), shall not be converted into or represent the right to receive any part of the Merger Consideration therefor ("Dissenting Shares")Consideration. Such stockholders Dissenting Shares shall instead be entitled converted into the right to receive from the Surviving Corporation payment of the appraised value of such shares of Company Convertible Preferred Stock or Radio Broadcasting Preferred Stock, as the case may be, held by them "fair value" thereof in accordance with the provisions of Section 262 of the Delaware CodeDissenters' Rights Provisions, except that all Dissenting Shares held by stockholders holders who after the Effective Time shall have failed to perfect or who effectively shall have withdrawn withdrawn, waived or otherwise lost or forfeited their dissenters' rights to appraisal of under such securities under Section 262 Dissenters' Rights Provisions shall thereupon be deemed to have been converted intointo and to become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the applicable appropriate part of the Merger Consideration, upon surrender, in the manner provided in this Article ISection 6, of the certificate Certificate or certificates Certificates that formerly represented evidenced such securitiesshares of Schuxx Xxxmon Stock. The Company Upon application by the Surviving Corporation to the Exchange Agent therefor, accompanied by the Certificate or Certificates formerly evidencing Dissenting Shares and a certificate of the Surviving Corporation to the effect that there has been paid, or will be paid contemporaneously with the remittance to the Surviving Corporation of the Merger Consideration otherwise allocable to such Dissenting Shares, the amount to which the holder thereof is entitled, or has agreed with the Surviving Corporation to receive, as payment for such Dissenting Shares pursuant to the exercise of such holder's dissenters' rights, then the Exchange Agent shall take all actions required remit to the Surviving Corporation that part of the Merger Consideration otherwise (but for the exercise of such dissenters' rights) allocable to such Dissenting Shares. In such event, remittance to the Surviving Corporation shall be taken a full acquittance of the Exchange Agent with respect thereto, and, to the extent such payment was not previously made, the holder of such Dissenting Shares shall look only to the Surviving Corporation for the payment to which such holder is entitled with respect to such Dissenting Shares.] ***** End of Plan of Merger xlvi 50 EXHIBIT C FORM OF OPINION OF SCHUXX'X XXXNSEL [Date] Oakwood Homes Corporation 7800 XxXxxxx Xxxx Greensboro, North Carolina 27409 Ladies and Gentlemen: We have acted as counsel to Schuxx Xxxes Corporation, an Indiana corporation (the "Company"), in connection with the transactions contemplated by it in accordance with the Acquisition Agreement dated January 5, 1997 (the "Agreement") between the Company, Oakwood Homes Corporation, a North Carolina corporation ("Oakwood"), and A & B Acquisition Corp., an Indiana corporation ("Merger Sub"). This opinion letter is delivered pursuant to Section 262 (d) (17.3(c) of the Delaware Code with respect Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as are ascribed to them in the holders of Company Convertible Preferred Stock as Agreement. As such counsel, we have examined originals or copies of the record date for Agreement, the Stockholders Meeting Articles of Merger and the Plan of Merger (all of such documents being referred to collectively herein as defined in Section 4.2 (athe "Transaction Documents")) . We have also examined the articles of incorporation and shall otherwise comply with the provisions of Section 262 bylaws of the Delaware Code. The Surviving Corporation shallCompany and each Schuxx Xxxsidiary, within ten days after the Effective Time, take all actions required to be taken by it pursuant to Section 262(d) (2) certified resolutions of the Delaware Code with respect to all holders Board of record, as Directors of the Effective Time, of the Radio Broadcasting Preferred Stock. The Company shall give Evergreen prompt written notice of any demands for appraisal received by the Company with respect to the transactions contemplated by the Transaction Documents, certificates of officers of the Company Convertible Preferred Stockand public officials, withdrawals and such other documents, and have made such other investigations, as we have deemed necessary or appropriate for the purpose of giving the opinions herein expressed. As such counsel, we have participated in the preparation of the Transaction Documents and have consulted with officers of the Company concerning the terms and provisions thereof and the representations and warranties made by the Company therein. In giving the opinions expressed herein and making our investigations in connection herewith, we have assumed (a) the due authorization, execution and delivery by the parties thereto other than the Company and the Schuxx Xxxsidiaries of the documents examined by us, (b) the genuineness of all signatures of individuals, (c) the personal legal capacity of all individual signatories, (d) the authenticity of all documents presented to us as originals, (e) the conformity to the originals of all documents presented to us as copies, and (f) the integrity and completeness corporate minute books of the Company and each Schuxx Xxxsidiary presented to us for our examination. We have also assumed that the terms of the Transaction Documents have not been modified, supplemented or qualified by any other agreements or understandings (written or oral) of the parties thereto, or by any course of dealing or trade custom or usage, in any manner affecting the opinions expressed herein. Nothing has come to our attention in the course of our representation of the Company in connection with the xlvii 51 transactions contemplated by the Transaction Documents that would cause us to believe that the foregoing assumptions are unwarranted. We note that the Agreement provides that it is to be governed by the laws of North Carolina. Our opinion herein as to the legality, validity, binding effect and enforceability of the Agreement is intended to address both the effectiveness under Indiana law of such demandschoice of law provision and the legality, validity, binding effect and enforceability of the Agreement under Indiana and federal law were the Agreement, notwithstanding such provision, governed by the laws of the State of Indiana, and is not intended to address matters of North Carolina law. We express no opinion herein concerning the possible application to the Transaction Documents, the transactions contemplated thereby, or the obligations of the parties thereunder of Section 548 of the Bankruptcy Code, 11 U.S.C. Section 548 or other similar laws relating to "fraudulent transfers" or "fraudulent conveyances." Opinions or statements herein given "to the best of our knowledge" and the factual matters on which we have relied in giving other opinions herein (except for our opinions as to corporate matters that we have given in reliance upon our own investigation of the Company's corporate minute books and stock records and certificates of officers of the Company and public officials) are based upon (a) information coming to our attention in the course of our representation of the Company in connection with the transactions contemplated by the Transaction Documents, or otherwise actually known to the lawyers in our firm who have given substantive attention to such transactions, (b) the Company's representations and warranties contained in the Transaction Documents, and (c) inquiries of representatives of the Company whom we believe to be reasonably well informed as to the factual matters in question, but without any other instruments served pursuant investigations made for purposes of giving such opinions or statements unless otherwise stated herein. However, nothing has come to Delaware law and received our attention in the course of our representation of the Company in connection with the transactions contemplated by the Company, Transaction Documents that would cause us to believe that our reliance thereon for purposes of such opinions is unwarranted. Based upon and Evergreen shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior subject to the Effective Timeforegoing and the further limitations and qualifications hereinafter expressed, the Company shall not, except with the prior written consent of Evergreen, make any payments with respect to any demands for appraisal, or settle or offer to settle, any such demands.it is our opinion that: