Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 a Company Stockholder who (i) has not voted such shares in favor of the Merger, (ii) shall have delivered a written demand for appraisal of such shares in the manner provided for in the DGCL and (the “Dissenting Shares”iii) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, appraisal as of the later of the Effective Time and (the time that "DISSENTING SHARES"), shall be entitled to such right rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to appraisal payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall have been irrevocably lost, withdrawn or expired, receive payment therefor from the Merger Consideration specified Surviving Corporation in Section 2.1(a)(iii)accordance with the DGCL; provided, in such circumstance, to the fullest extent permitted by Lawhowever, that Parent shall be entitled at its sole option to convert each (A) if any such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish such holder's entitlement to appraisal rights as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in negotiations and proceedings with respect to demands if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his Dissenting Shares under Section 262 of the DGCL or (C) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL. The Company , such holder shall notforfeit the right to appraisal of such Dissenting Shares, except with and the prior written consent holder of Parent which will not each such Dissenting Share shall be unreasonably withheld or delayeddeemed to have been converted into, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the CompanyEffective Time, offer the right to settle receive the Merger Consideration pursuant to Section 3.1 of this Agreement, without any interest thereon, upon surrender, in the manner provided in Section 3.2 of this Agreement, of the Certificate or settle any Certificates that formerly evidenced such demandsshares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 who have not voted such Shares in favor of the Merger or consented thereto in writing, who shall have delivered a written demand for appraisal of such Shares in the manner provided in the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the represent a right to receive the Merger Consideration specified pursuant to Section 1.6 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub accordance with the DGCL; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment of his Shares under Section 262 of the DGCL. The Company , or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock have filed a petition demanding a determination of the Companyvalue of all Dissenting Shares within the time provided in Section 262 of the DGCL, offer such holder or holders (as the case may be) shall forfeit the right to settle or settle any appraisal of such demandsShares, and each such Share shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest thereon, as provided in Section 1.6 hereof.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 1.02, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares in favor of the DGCL (Merger, who shall have delivered a written demand for appraisal of such Shares in the “Dissenting Shares”) manner provided by the Delaware Law and who, as of the Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the a right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Consideration. The Company holders thereof shall give Parent and Merger Sub be entitled only to such rights as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware Law, and (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment for his Shares under Section 262 of the opportunity Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such Shares and each such Share shall be treated as if it had been a Non-Electing Share and had been converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Surviving Corporation as provided in Section 1.02 hereof. The Company shall give MergerSub prompt notice of any demands received by the Company for appraisal of Shares, and MergerSub shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergerSub, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising who have not voted such shares in favor of the Merger, who shall have delivered, prior to any vote on the Merger, a written demand for appraisal rights available under of such shares in the manner provided in Section 262 of the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares dissenters' rights ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the represent a right to receive the Merger Consideration specified Per Share Amount and the Escrow Per Share Amount pursuant to Section 2.1 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company accordance with the DGCL; provided, however, that if any such holder of Dissenting Shares shall give Parent and Merger Sub (i) prompt written notice of any demands have effectively withdrawn such holder's demand for appraisal of any Shares, attempted withdrawals such shares or lost such holder's right to appraisal and payment of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and (ii) the opportunity each such share shall thereupon be deemed to participate in negotiations have been canceled, extinguished and proceedings with respect to demands for appraisal under the DGCL. The Company shall notconverted, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the CompanyEffective Time, offer into and represent the right to settle or settle any such demandsreceive payment from the Surviving Corporation of the Per Share Amount and the Escrow Per Share Amount, as provided in Section 2.1 hereof.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (Company who have filed with the “Dissenting Shares”) shall Company, before the taking of the vote of the stockholders of the Company to approve this Agreement, written objections to such approval stating their intention to demand payment for such shares of Company Common Stock if this Agreement is approved, and who have not voted such shares of Company Common Stock in favor of the approval of this Agreement will not be converted into or be exchangeable for as described in Section 2.01 hereof, but will thereafter constitute only the right to receive payment of the Merger Considerationfair value of such shares of Company Common Stock ("Dissenting Shares") in accordance with the applicable provisions of the MBCL (the "Appraisal Rights Provisions"); provided, unless and until such holders shall however, that all shares of Company Common Stock held by stockholders who will have failed to perfect or shall who effectively will have effectively withdrawn or lost their rights to appraisal of such Company Common Stock under the DGCL. Holders of Dissenting Shares shall Appraisal Rights Provisions will thereupon be entitled deemed to payment have been cancelled and retired and to have been converted, as of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalEffective Time, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredwithout interest thereon, the Merger Consideration specified pursuant to Section 2.01, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.1(a)(iii); provided, in such circumstance, 2.02(e) and any dividends or other distributions to which the fullest extent permitted by Law, that Parent shall be holders thereof are entitled at its sole option pursuant to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii2.02(c). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant Persons who have perfected statutory rights with respect to the DGCL and received Dissenting Shares as aforesaid will not be paid by the Company relating to rights to be paid the “fair value” of Dissenting Shares, Surviving Corporation as provided in Section 262 of this Agreement and will have only such rights as are provided by the DGCL, and (ii) the opportunity to participate in negotiations and proceedings Appraisal Rights Provisions with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsDissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are STCL Common Stock which is issued and outstanding immediately prior to the Effective Time and which are is held by STCL stockholders properly exercising appraisal rights available under Section 262 who have not voted such shares in favor of the Merger, who shall have delivered a written demand for appraisal of such shares of STCL Common Stock in the manner provided in the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, appraisal ("STCL Dissenting Shares") shall entitle the holders thereof only to such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, rights as are granted by Section 262 of the later DGCL. Each holder of STCL Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the Effective Time and DGCL shall receive payment therefor from the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, Surviving Corporation in accordance with the Merger Consideration specified in Section 2.1(a)(iii)DGCL; provided, in such circumstance, to the fullest extent permitted by Lawhowever, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub if (i) prompt written notice any such holder of any demands for STCL Dissenting Shares shall have failed to establish his/her entitlement to appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands any such holder of STCL Dissenting Shares shall have effectively withdrawn his/her demand for appraisal of such shares of STCL Common Stock or lost his/her right to appraisal and payment for his/her shares of STCL Common Stock under Section 262 of the DGCL or (iii) neither any holder of STCL Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all STCL Dissenting Shares within the time provided in Section 262 of the DGCL. The Company , such holder or holders, as the case may be, shall not, except with forfeit the prior written consent right to appraisal of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree such shares and each such share shall thereupon continue to make any material payment with respect to any demands for appraisals of capital stock remain outstanding as of the Company, offer to settle or settle any such demandsEffective Time.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are shares of GFL Common Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a GFL Stockholder who has not voted in favor of the DGCL Merger or consented thereto in writing and who has demanded appraisal for such shares of GFL Common Stock in accordance with the NYBCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If vote for any such holder purpose or receive dividends, shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified Parent Common Stock in either accordance with Section 2.1(a)(i) or 2.1(a)(ii). The Company 3.1 hereof, and shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of only be entitled to receive such demands and any other instruments served consideration as shall be determined pursuant to the DGCL and received by NYBCL; provided, however, that if, after the Company relating Effective Time, such stockholder fails to rights perfect or withdraws or loses his or her right to appraisal or otherwise fails to establish the right to be paid the “fair value” value of such stockholder’s shares of GFL Common Stock under the NYBCL, such shares of GFL Common Stock shall be treated as if they had converted as of the Effective Time into the right to receive Parent Common Stock in accordance with Section 3.1 hereof, and such shares of GFL Common Stock shall no longer be Dissenting Shares. All negotiations with respect to payment for Dissenting Shares shall be handled jointly by Parent and GFL prior to the Closing and exclusively by Parent thereafter. In the event that holders of more than 20% any of the outstanding shares of GFL Common Stock are Dissenting Shares, as provided in Section 262 the Parent has the sole discretion to terminate this Agreement, which shall forthwith become void and of no further force and effect and the DGCL, parties hereto shall be released from any and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall notall obligations hereunder, except with those obligations to GFL incurred prior to the prior written consent Effective Time, including but not limited to the payment of Parent which will not be unreasonably withheld fees incurred by GFL for financial statement preparation and auditing as referenced in Paragraph 7.13 herein.; provided, however, that nothing herein shall relieve any party hereto from liability for the breach of any of its representations, warranties, covenants or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsagreements set forth in this Agreement.

Dissenting Shares. Notwithstanding anything in (a) Subject to Section 2.2(b)(ii) but notwithstanding any other provision of this Agreement to the contrarycontrary and to the extent available under the Cayman Company Act, Acquiror Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and which that are held by stockholders properly exercising appraisal Acquiror Shareholders who shall have validly exercised their dissenters’ rights available under for such Acquiror Shares in accordance with Section 262 238 of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (the “Dissenting Acquiror Shares,” and the holders of such Dissenting Acquiror Shares being the “Dissenting Acquiror Shareholders”) shall not be converted into into, and such Dissenting Acquiror Shareholders shall have no right to receive, the applicable Initial Merger Consideration unless and until such Dissenting Acquiror Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Companies Act. The Acquiror Shares owned by any Acquiror Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be Dissenting Acquiror Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for for, as of the Initial Merger Effective Time, the right to receive the applicable Initial Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and without any interest thereon in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii3.1(a)(ii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior with respect to each Share, if any, as to which the Effective Time and which are held by stockholders holder thereof shall have (i) properly exercising appraisal rights available under complied with the provisions of Section 262 of the DGCL as to appraisal rights and (the “Dissenting Shares”ii) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their such holder’s rights to appraisal under the DGCL. Holders of (each, a “Dissenting Shares Share”), such holder shall be entitled to payment payment, solely from the Surviving Corporation, of the appraised fair value of the Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL and Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If ; provided, however, that if any such holder shall have failed of Dissenting Shares (x) under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws or loses (through failure to perfect or shall have effectively withdrawn or lost otherwise) its appraisal rights in respect of such right Dissenting Shares, (y) fails to appraisal, establish such holder’s entitlement to appraisal rights as provided in the DGCL or (z) takes or fails to take any action the consequence of which is that such holder is not entitled to payment for such holder’s Dissenting Shares under the DGCL, then in each such case, such holder or holders (as the case may be) shall forfeit appraisal rights in respect of such Dissenting Shares and such Shares shall thereupon be converted into cease to constitute Dissenting Shares, and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that each such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstanceShare shall, to the fullest extent permitted by Applicable Law, that Parent shall thereafter be entitled at its sole option deemed to convert each such share have been converted into and to have become, as of the Effective Time, the right to receive receive, without interest thereon, the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsConsideration.

Dissenting Shares. Notwithstanding anything If, in this Agreement to connection with the contraryFirst Merger, Shares that are issued holders of Company Capital Stock shall have demanded and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising perfected their appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any , none of such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Dissenting Shares shall thereupon be converted into and become exchangeable only for a right to receive the Merger Consideration otherwise payable to the holder of such Dissenting Shares as provided in Sections 2.3(c) or (d), but shall instead be converted into the right to receivereceive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who, as pursuant to the provisions of the later DGCL, becomes entitled to payment of the Effective Time and fair value of such shares shall receive payment therefor in accordance with the time that such right to appraisal DGCL (but only after the value therefor shall have been irrevocably lost, withdrawn agreed upon or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, finally determined pursuant to the fullest extent permitted by LawDGCL). In the event that any Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal as to its shares of Company Capital Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, that Parent then any such shares shall immediately be entitled at its sole option to convert each such share converted into the right to receive the consideration payable pursuant to Sections 2.3(c) or (d) in respect of such shares as if such shares had never been Dissenting Shares, and Parent shall deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.6, following the satisfaction of the Payment Condition, the Merger Consideration specified in either Section 2.1(a)(ito which such Company Stockholder would have been entitled under Sections 2.3(c) or 2.1(a)(ii)(d) with respect to such shares. The Prior to the Closing, the Company shall give Parent and Merger Sub (ia) prompt written notice (and in no event more than two Business Days) of (i) any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to for appraisal of Company Capital Stock or notice of exercise of a Company Stockholder’s appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of accordance with the DGCL, and (ii) the withdrawals of such demands and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall notagrees that, except with the Parent’s prior written consent of Parent which will consent, it shall not be unreasonably withheld or delayed, voluntarily make any payment or agree offer to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demandsdemand for appraisal or exercise of appraisal rights.

Dissenting Shares. Notwithstanding anything in this Agreement Any holder of shares of Duke Common Stock who shall have exercised rights to dissent with respect to the contrary, Shares that are issued Duke Merger in accordance with the NCBCA and outstanding immediately prior who has properly exercised such holder's rights to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 demand payment of the DGCL "fair value" of the holder's shares of Duke Common Stock (the “"Dissenting Shares”") as provided in the NCBCA (the "Dissenting Shareholder") shall not be converted into or be exchangeable for thereafter have only such rights, if any, as are provided a Dissenting Shareholder in accordance with the right NCBCA and shall have no rights to receive the Merger ConsiderationConsideration pursuant to Section 2.01 (provided, unless and until that nothing contained herein shall limit such holders shall have failed to perfect or shall have effectively withdrawn or lost their Dissenting Shareholder's rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the all declared and unpaid dividends on Duke Common Stock); provided, however, that if a Dissenting Shares held by them Shareholder shall fail to the extent permitted by and properly demand payment (in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect NCBCA) or shall have effectively withdrawn or lost such right rights to appraisalrelief as a Dissenting Shareholder under the NCBCA, then such holder’s Dissenting Shareholder's Dissenting Shares automatically shall thereupon cease to be Dissenting Shares and shall be converted into and become exchangeable represent only for the right to receive, as upon surrender of the later of Certificate representing the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredDissenting Shares, the Merger Consideration specified pursuant to Section 2.01 and declared and unpaid dividends or other distributions as provided in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either 2.02(b) and Section 2.1(a)(i) or 2.1(a)(ii2.02(c). The Company Duke shall give Parent Cinergy and Merger Sub (i) the Company prompt written notice of any demands for appraisal of received by Duke prior to the Duke Effective Time, any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL NCBCA and received by the Company Duke relating to Duke's shareholders rights to be paid of dissent under the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLNCBCA, and (ii) the opportunity Duke and Cinergy shall cooperate with respect to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in Section 4.1(a)(i) or any other provision of this Agreement to the contrary, Shares shares of BellRing Class A Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and which are held by stockholders any Person who has not voted in favor of the Merger or consented thereto in writing and who has properly exercising exercised and perfected appraisal rights available under for such shares of BellRing Class A Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares Consideration but instead shall be entitled only to payment such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that if such holder fails to timely perfect, effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the appraised value DGCL with respect to such shares of the Dissenting Shares held by them BellRing Class A Common Stock, or if a court of competent jurisdiction shall determine that such holder is not entitled to the extent permitted relief provided by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s shares of BellRing Class A Common Stock shall immediately cease to be Dissenting Shares and shall thereupon be treated as if they had been shares of BellRing Class A Common Stock converted into and become exchangeable only for the right to receive, as of the later of the Merger Effective Time into, and the time that such right to appraisal shall have been irrevocably lostbecome exchangeable solely for, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either accordance with Section 2.1(a)(i4.1(a)(i) or 2.1(a)(ii(less any payments made by the Surviving Corporation with respect to such shares of BellRing Class A Common Stock in accordance with Section 262(h) of the DGCL), without interest thereon, in accordance with the provisions of Section 4.2(b). The Company BellRing shall give Parent and Merger Sub (i) provide SpinCo prompt written notice of any demands received by BellRing for appraisal of shares of BellRing Class A Common Stock, any Shares, attempted withdrawals withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to BellRing prior to the Merger Effective Time pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLDGCL that relate to such demand, and (ii) SpinCo shall have the opportunity and right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent which will SpinCo, BellRing shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle settle, otherwise negotiate any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in the foregoing provisions of this Agreement to Article III, the contrary, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive any portion of the Merger Consideration, unless Consideration and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, establish such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands 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 Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. The Company shall not, except with Without the prior written consent of Parent Buyer (which will shall not be unreasonably withheld withheld, conditioned or delayed), the Company shall not voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals of capital stock payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the CompanyDGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, offer any payments required to settle be made to holders of Dissenting Shares pursuant to this Section 3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or settle indirectly, by Buyer (or any such demandsof its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything in the foregoing provisions of this Agreement Article III, any shares of Company Stock held by Persons who object to the contrary, Shares that are issued Concrete Merger and outstanding immediately prior to comply with the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 provisions of the DGCL concerning the rights of holders of Company Stock to dissent from the Concrete Merger and require appraisal of their shares of Company Stock (the “Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into or be exchangeable for the a right to receive any portion of the Merger Consideration, unless Consideration and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, establish such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and 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 Common Share or Preferred Share (as applicable) immediately prior to the Concrete Effective Time and converted, as of the Concrete Effective Time, into a right to receive from the Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Pre-Closing Holder). The Company shall provide Newco prompt written notice of any demands received by the Company for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Concrete Effective Time pursuant the DGCL that relates to such demand and Newco shall have the opportunity to participate in in, but not control any, negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with Without the prior written consent of Parent Newco (which will shall not be unreasonably withheld withheld, conditioned or delayed), the Company shall not voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals of capital stock payment. From and after the Concrete Effective Time, no stockholder of the Company, offer Company who has properly exercised and perfected appraisal rights pursuant to settle Section 262 of the DGCL shall be entitled to vote his or settle her shares of Company Stock for any such demandspurpose 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 Concrete Effective Time).

Dissenting Shares. Notwithstanding anything in Section 2.04 or any other provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time (other than Shares canceled in accordance with Section 2.04(b)) and which are held by stockholders a holder (or “beneficial owner” (as defined, for purposes of this Section 2.06, in Section 262(a) of the DGCL)) who did not vote in favor of the adoption of this Agreement or the Merger (or consent thereto in writing) and who is entitled to demand and properly exercising demands appraisal rights available under for such Shares in accordance with Section 262 of the DGCL and who has otherwise complied with all applicable provisions of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but shall be entitled only to such rights as are granted by Section 262 of the DGCL, unless and until such holders shall have failed holder (or beneficial owner) fails to perfect perfect, waives, withdraws or shall have effectively withdrawn or lost their rights otherwise loses the right to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any If, either before or after the Effective Time, such holder shall have failed (or beneficial owner) fails to perfect perfect, waives, withdraws or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for loses the right to receive, as appraisal under Section 262 of the later DGCL or if a court of competent jurisdiction shall determine that such holder (or beneficial owner) is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall cease to be Dissenting Shares and shall instead be treated as if they had been converted pursuant to ‎Section 2.04(a) as of the Effective Time into, and the time that such right to appraisal shall have been irrevocably lostrepresent only, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either accordance with Section 2.1(a)(i) ‎2.05 without interest upon surrender of such Certificate formerly representing such Share or 2.1(a)(ii)transfer of such Book-Entry Share, as the case may be. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 any waiver or withdrawal of the DGCLany such demand, and (ii) any other demand, notice or instrument delivered to the opportunity Company prior to the Effective Time that relates to such demand, and Parent shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent which will (such consent not to be unreasonably withheld withheld, conditioned or delayed), voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to in the Effective Time and which are held by stockholders properly exercising event appraisal rights are available under the DGCL, with respect to each share of Company Common Stock as to which the holder thereof has properly demanded appraisal of such shares pursuant to, and who has otherwise complied with the provisions of Section 262 of the DGCL as to appraisal rights (the each, a “Dissenting SharesShare”) ), if any, such Dissenting Shares shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration payable pursuant to Section 1.6(a) but instead at the Merger I Effective Time shall become the right to receive payment, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under solely from the DGCL. Holders of Dissenting Shares shall be entitled to payment Surviving Corporation, of the appraised fair value of the Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. If ; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws his demand for appraisal of such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to establish his entitlement to appraisal rights as provided in the DGCL or (iii) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for his shares under the DGCL, such holder or holders (as the case may be) shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisal, appraisal of such holder’s Dissenting Shares and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Election Deadline, each such Dissenting Share shall thereafter be deemed to have been converted into and become exchangeable only for to have become, as of the Merger I Effective Time, the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredwithout interest thereon, the Merger Consideration specified in into which No Election Shares shall have been converted pursuant to Section 2.1(a)(iii1.7(e); provided, in such circumstance, subject to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either last sentence of Section 2.1(a)(i) or 2.1(a)(ii1.7(e). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 shares of the DGCLCompany Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsParent.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued contrary and outstanding immediately prior to the Effective Time extent available under the BVI Business Companies Act (as amended) (the “Act”), each holder of 8i Ordinary Shares who has validly exercised and which are not effectively withdrawn its right to dissent from the Merger and to receive payment of the fair value of its 8i Ordinary Shares pursuant to Section 179 of the Act (a “Dissenting Shareholder” and the 8i Ordinary Shares held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the a Dissenting Shareholder, “Dissenting Shares”) shall not be converted into or entitled to receive only payment of the fair value of its Dissenting Shares in accordance with Section 179 of the Act and each Dissenting Share shall be exchangeable cancelled and cease to exist in exchange for the right to receive payment of their fair value in accordance with Section 179 of the Merger ConsiderationAct. For the avoidance of doubt, unless and until such holders any 8i Ordinary Share held by any member who shall have failed to perfect exercise or shall have who effectively withdrawn or lost their rights withdraws its right to appraisal dissent from the Merger under the DGCL. Holders of Dissenting Shares shall be entitled to payment Section 179 of the appraised value of the Act shall (a) not be deemed to be a Dissenting Shares held by them Share and (b) be deemed to the extent permitted by have been cancelled and in accordance with Section 262 of the DGCL. If any such holder shall have failed cease to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveexist, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); providedTime, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands exchange for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Singapore NewCo Ordinary Shares, as provided in Section 262 5(a) of this Agreement. As the approval of this Agreement and the Merger is to be presented as a proposal at the 8i Meeting (subject to any adjournment or recess of such meeting) to be approved by a majority of issued and outstanding 8i Ordinary Shares entitled to vote and voting on the proposal, pursuant to Section 179 of the DGCLAct, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company 8i shall not, except with the prior serve written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock notice of the Company, offer authorization of the Merger to settle or settle any such demandseach member of 8i who has given a dissenter’s written notice of objection to the Merger as required under Section 179 of the Act and has not voted for the Merger at the 8i Meeting within twenty (20) days immediately following the date on which the authorization is obtained.

Dissenting Shares. Notwithstanding anything in this Agreement Each outstanding share of First Mutual Common Stock the holder of which has perfected his right to dissent under the contrary, Shares that are issued WBCA and outstanding immediately prior to has not effectively withdrawn or lost such right as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the represent a right to receive shares of Washington Federal Common Stock or cash hereunder, and the Merger Consideration, unless holder thereof shall be entitled only to such rights as are granted by the WBCA. First Mutual shall give Washington Federal prompt notice upon receipt by First Mutual of any such written demands for payment of the fair value of such shares of First Mutual Common Stock and until of withdrawals of such holders demands and any other instruments provided pursuant to the WBCA. If any holder of Dissenting Shares shall have failed fail to perfect or shall have effectively withdrawn or lost their rights the right to appraisal under dissent at or prior to the DGCL. Holders of Dissenting Shares Effective Time and shall be entitled have delivered a properly completed Election Form to payment of the appraised value of Exchange Agent by the Election Deadline, the Dissenting Shares held by them such holder shall be converted into a right to the extent permitted by and receive Washington Federal Common Stock or cash in accordance with Section 262 the applicable provisions of this Agreement; and if any such holder of Dissenting Shares shall not have delivered a properly completed Election Form to the DGCLExchange Agent by the Election Deadline, the Dissenting Shares held by such holder shall be designated No-Election Shares. If any such holder shall have failed to perfect or of Dissenting Shares shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of dissent (through failure to perfect or otherwise) after the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the Merger Consideration specified in Section 2.1(a)(iii); provided, in Dissenting Shares held by such circumstance, to the fullest extent permitted by Law, that Parent holder shall be entitled at its sole option to convert each such converted on a share by share basis into either the right to receive Washington Federal Common Stock and/or cash in accordance with the Merger Consideration specified applicable provisions of this Agreement as Washington Federal or the Exchange Agent shall determine. Any payments made in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” respect of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company Shares shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsmade by Washington Federal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are Each share of Bank Stock issued and outstanding immediately prior to the Effective Time and Time, the holder of which are held by stockholders properly exercising appraisal rights available under Section 262 has not voted in favor of the DGCL (Merger and who has delivered a written demand for payment of the fair value of such shares within the time required, and who has properly perfected such holder’s dissenter’s rights of appraisal by following the exact procedure required, by the NBA, is referred to herein as a “Dissenting Shares”) Share.” Each Dissenting Share owned by each holder thereof who has not exchanged such holder’s certificates representing shares of Bank Stock for the Merger Consideration or otherwise has not effectively withdrawn or lost such holder’s dissenter’s rights shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless Consideration pursuant to this Article II and until shall be entitled only to such holders shall have failed rights as are available to perfect or shall have effectively withdrawn or lost their rights such holder pursuant to appraisal under the DGCLapplicable provisions of the NBA. Holders Each holder of Dissenting Shares shall be entitled to payment of receive the appraised value of the such Dissenting Shares held by them to the extent permitted by and such holder in accordance with Section 262 the applicable provisions of the DGCLNBA, provided such holder complies with the procedures contemplated by and set forth in the applicable provisions of the NBA. If any such holder of any Dissenting Shares shall have failed to perfect effectively withdraw or shall have effectively withdrawn or lost such right to appraisal, lose such holder’s Shares dissenter’s rights under the applicable provisions of the NBA, each such Dissenting Share shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except accordance with the prior written consent provisions of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsthis Article II.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are Olsten Common Stock which is issued and outstanding immediately prior to the Effective Time and which are is held by Olsten stockholders properly exercising appraisal rights available under Section 262 who have not voted such shares in favor of the DGCL (Merger, who shall have delivered a written demand for appraisal of such shares of Olsten Common Stock in the “Dissenting Shares”) manner provided in the Delaware Act and who, as of the Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the represent a right to receive the Merger Closing Consideration specified pursuant to Section 2.01 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 262 of the Delaware Act. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the Delaware Act shall receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub accordance with the Delaware Act; provided, however, that if (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his/her entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware Act, and (ii) any such holder of Dissenting Shares shall have effectively withdrawn his/her demand for appraisal of such shares of Olsten Common Stock or lost his/her right to appraisal and payment for his/her shares of Olsten Common Stock under Section 262 of the opportunity Delaware Act or (iii) neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Act, such holder or holders, as the case may be, shall forfeit the right to participate appraisal of such shares and each such share shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive from the Surviving Corporation the Closing Consideration, without interest thereon, as provided in negotiations and proceedings Section 2.01 hereof. In such case, the Surviving Corporation will provide to such holder or holders, the Split-Off Consideration with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsshares.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, all Shares that are issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) and which are held by stockholders holders who shall neither have voted in favor of the Merger nor consented thereto in writing and who shall have properly exercising and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal rights available under in respect of such Shares in accordance with Section 262 of the DGCL (the collectively, “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be 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 Dissenting Shares in accordance with the provisions of Section 262 of the DGCL or, 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 shall be entitled only to such rights as are granted by the DGCL to a holder of dissenting shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL 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. If, after the Effective Time, a holder of Dissenting Shares fails to comply with the provisions of Section 262 of the 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 DGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)without interest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Shares received by the Company under Section 262 of the DGCL, any withdrawal of any such demand and any other written demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any notices or demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in The provisions of this Agreement Article I shall not apply to PTI Shares (the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are "Dissenting Shares") held by stockholders shareholders of PTI who are entitled to an appraisal of their PTI Shares under the FBCA, and who have properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall exercised, perfected and not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively subsequently withdrawn or lost their appraisal rights with respect to appraisal under such PTI Shares in accordance with the DGCLFBCA. Holders The holders of Dissenting Shares shall be entitled only to such rights as are granted by the FBCA. Each holder of Dissenting Shares who becomes entitled to payment of the appraised value of the Dissenting Shares held by them for such shares pursuant to the extent permitted by and FBCA shall receive payment therefor from PTI in accordance with Section 262 of the DGCL. If FBCA; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to perfect or establish his entitlement to appraisal rights as provided in the FBCA, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such shares or lost such his right to appraisalappraisal and payment for his shares under the FBCA, or (iii) if neither any holder of Dissenting Shares nor PTI shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in the FBCA, such holder’s Shares holder shall thereupon be converted into and become exchangeable only for forfeit the right to receive, as appraisal of the later of the Effective Time such shares and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any be treated as all other outstanding PTI Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 who have not voted such Shares in favor of the Merger or consented thereto in writing, who shall have delivered a written demand for appraisal of such Shares in the manner provided in the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the ----------------- represent a right to receive the Merger Consideration specified pursuant to Section 1.6 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub accordance with the DGCL; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall -------- ------- have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment of his Shares under Section 262 of the DGCL. The Company , or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock have filed a petition demanding a determination of the Companyvalue of all Dissenting Shares within the time provided in Section 262 of the DGCL, offer such holder or holders (as the case may be) shall forfeit the right to settle or settle any appraisal of such demandsShares, and each such Share shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest thereon, as provided in Section 1.6 hereof.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Outstanding Common Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a Stockholder who (a) has not voted, or caused to be permitted to be voted, such Common Shares in favor of the DGCL Merger or delivered a written consent in lieu of such vote, (the b) shall have delivered a timely written demand for appraisal of such Common Shares (such shares, “Dissenting Shares”) in the manner provided for in the Delaware General Corporation Law (the “DGCL”), and (c) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalappraisal as of the Effective Time, such holder’s Shares shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Per Share Merger Consideration specified but instead the holder thereof shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall, subject to the terms of this Agreement, receive payment therefor from the Surviving Corporation in either accordance with the DGCL; provided, however, that if (i) any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 2.1(a)(i262 of the DGCL, (ii) any holder of Dissenting Shares shall have effectively withdrawn its demand for appraisal of such Dissenting Shares or 2.1(a)(ii)lost its right to appraisal and payment for its Dissenting Shares under Section 262 of the DGCL, or (iii) neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL, then (A) such holder shall forfeit the right to appraisal of such Dissenting Shares, and (B) each such Dissenting Share shall cease to be a Dissenting Share and shall automatically be converted into and represent only the right to receive the Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 1.2, of the Certificate that formerly evidenced such Common Share or, in the event that such Certificate is lost, stolen, mutilated or destroyed, a properly completed and executed Affidavit of Loss. The Company shall give Parent and Merger Sub (i) Purchaser prompt written notice of any demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to such demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsappraisal.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a Stockholder who (a) has not voted such shares in favor of the DGCL Merger or delivered a written consent in lieu of such vote, (the “Dissenting Shares”b) shall not be converted into or be exchangeable have delivered a timely written demand for appraisal of such shares in the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and manner provided for in accordance with Section 262 of the DGCL. If any such holder , and (c) shall have failed to perfect or shall not have effectively withdrawn or lost such right to appraisalappraisal as of the Effective Time (such shares, the “Dissenting Shares”), shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall, subject to the terms of this Agreement, receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, (ii) if any holder of Dissenting Shares shall thereupon be converted into have effectively withdrawn its demand for appraisal of such Dissenting Shares or lost its right to appraisal and become exchangeable only payment for its Dissenting Shares under Section 262 of the DGCL, or (iii) if no holder of Dissenting Shares has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL, then (A) such holder shall forfeit the right to receiveappraisal of such Dissenting Shares and cease to be deemed a holder of Dissenting Shares, and (B) each such Dissenting Share shall be deemed to have been converted into, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Per Share Merger Consideration specified Consideration, less any required tax withholding, without any interest thereon, upon surrender, in either Section 2.1(a)(i) the manner provided in Article II below, of the Certificate that formerly evidenced such share or, in the event that such Certificate is lost, stolen, mutilated or 2.1(a)(ii)destroyed, a properly completed and executed Affidavit of Loss. The Company shall give Parent and Merger Sub (ix) prompt written notice of any demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (iiy) the opportunity to participate in lead all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL (it being understood that the Company shall be entitled to participate therein). The Company shall notnot make any payment with respect to, or settle or offer to settle, any such demand, except with the prior written consent of Parent which will not or as may otherwise be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsrequired by applicable Law.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, holders (collectively, "Dissenting Shareholders") of (a) Class A ----------------------- Shares that are (collectively, "Class A Dissenting Shares") issued and outstanding ------------------------- immediately prior to the Effective Time who have (i) neither voted in favor of the Merger nor consented thereto in writing, (ii) delivered a written demand for appraisal of such Class A Dissenting Shares in the manner provided in the DGCL and (iii) as of the Effective Time, not effectively withdrawn or lost such right to appraisal and (b) Class B Shares (collectively, "Class B Dissenting Shares", ------------------------- and together with Class A Dissenting Shares, "Dissenting Shares") issued and ----------------- outstanding immediately prior to the Effective Time who have (i) delivered a written demand for appraisal of such Class B Dissenting Shares in the manner provided in DGCL and which are held by stockholders properly exercising appraisal rights available under Section 262 (ii) as of the DGCL (the “Dissenting Shares”) shall Effective Time, not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, in each case, shall be entitled only to such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, rights as are granted by Section 262 of the later DGCL and shall not be entitled to receive the Surviving Corporation Class B Common Stock and/or the Surviving Corporation Class A Common Stock pursuant to Section 2.1 hereof. Each Dissenting Shareholder who becomes entitled to payment for Dissenting Shares pursuant to Section 262 of the Effective Time and DGCL shall receive payment therefor from the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, Surviving Corporation in accordance with the Merger Consideration specified in Section 2.1(a)(iii)DGCL; provided, in such circumstance, to the fullest extent permitted by Lawhowever, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of if any demands for such Dissenting Shareholder shall have failed to establish his or her entitlement to appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands if any such Dissenting Shareholder shall have effectively withdrawn his or her demand for appraisal of his or her Dissenting Shares or lost his or her right to appraisal and payment of his or her Dissenting Shares under Section 262 of the DGCL or (iii) if neither any Dissenting Shareholder nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL. The Company , such Dissenting Shareholder or Shareholders shall notforfeit the right to appraisal of his or her Dissenting Shares, except with the prior written consent of Parent which will not and each such Dissenting Share shall thereupon be unreasonably withheld or delayeddeemed to have been converted, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the CompanyEffective Time, offer into and represent the right to settle or settle any such demandsreceive from the Surviving Corporation, the Surviving Corporation Class B Common Stock and/or the Surviving Corporation Class A Common Stock pursuant to Section 2.1 hereof.

Dissenting Shares. Notwithstanding anything in the foregoing provisions of this Agreement to Article III, the contrary, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive any portion of the Merger Consideration, unless Consideration and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, establish such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and 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 Common Share (and such holder shall be treated as a Pre-Closing Holder) immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon. The Company will give Buyer prompt notice of all written notices received by the Company pursuant to Section 262 of the DGCL, and Buyer shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with Without the prior written consent of Parent Buyer (which will shall not be unreasonably withheld withheld, conditioned or delayed), the Company shall not voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals of capital stock payment. From and after the Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the Company, offer DGCL shall be entitled to settle vote his or settle her shares of Common Stock for any such demandspurpose or receive payment of dividends or other distributions with respect to his or her shares of Common Stock (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising if appraisal rights are available under Section 262 to holders of JBSI Common Stock or JBSI Preferred Stock pursuant to Articles 5.11, 5.12 and 5.13 of the DGCL TBCA (collectively, "Article 5.11"), each outstanding share of JBSI Common Stock or JBSI Preferred Stock, the holder of which has demanded and perfected his demand for appraisal of the fair value of such shares in accordance with Article 5.11 and has not effectively withdrawn or lost his right to such appraisal (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for the represent a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under but the DGCL. Holders of Dissenting Shares holder thereof shall be entitled only to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCLArticle 5.11. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company JBSI shall give Parent and Merger Sub (i) EBIZ prompt written notice upon receipt of any such written demands for appraisal of any Shares, attempted the fair value of shares of JBSI Common Stock or JBSI Preferred Stock and of withdrawals of such demands and any other instruments served provided pursuant to Article 5.11 (any stockholder duly making such demand being hereafter called a "Dissenting Stockholder"). Each Dissenting Stockholder who becomes entitled, pursuant to the DGCL provisions of Article 5.11, to payment for his shares of JBSI Common Stock or JBSI Preferred Stock shall receive payment therefor from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or at the times and received in the amounts required by the Company relating to rights to be paid the “fair value” Article 5.11), and such shares of Dissenting SharesJBSI Common Stock or JBSI Preferred Stock, as provided in Section 262 of the DGCLcase may be, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandscancelled.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares if Section 262 of the DGCL is applicable to the Merger, shares of Brookfield Homes Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising shareholders who have not voted such shares in favor of the Merger, who will have delivered, prior to any vote on the Merger, a written demand for the appraisal rights available under of such shares in the manner provided in Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Considerationand who, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment as of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall Effective Time, will not have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon dissenters’ rights (“Dissenting Shares”) will not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the represent a right to receive the Preferred Merger Consideration specified pursuant to Section 3.02 but the holders thereof will be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL will receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice accordance with the DGCL; provided, however, that if any such holder of any demands Dissenting Shares will have effectively withdrawn such holder’s demand for appraisal of any Shares, attempted withdrawals such shares or lost such holder’s right to appraisal and payment of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in shares under Section 262 of the DGCL, such holder will forfeit the right to appraisal of such shares and (ii) the opportunity each such share will thereupon be deemed to participate in negotiations have been canceled, extinguished and proceedings with respect to demands for appraisal under the DGCL. The Company shall notconverted, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the CompanyEffective Date, offer into and represent the right to settle or settle any such demandsreceive distribution from the Surviving Corporation of the Preferred Merger Consideration, as provided in Section 3.02.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary but only to the extent required by Section 262 of the DGCL, Shares any share of Company Stock that are is issued and outstanding immediately prior to the Effective Time and which are that is held by stockholders properly exercising a Company Shareholder who did not consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the approval of this Agreement and who did not waive appraisal rights available under Section 262 of the DGCL, which Company Shareholder complies with all of the provisions of the DGCL relevant to the proper exercise and perfection of appraisal rights under Section 262 of the DGCL (the such share being a “Dissenting SharesShare,” and such Company Shareholder being a “Dissenting Stockholder”) ), shall not be converted into or be exchangeable for the right to receive the consideration to which the holder of such share would be entitled pursuant to Section 1.02 but rather, by virtue of the Merger Considerationand without any action on the part of the holder thereof, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled converted into the right to payment of the appraised value of the receive only such consideration as determined to be due with respect to such Dissenting Shares held by them Share pursuant to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed Dissenting Stockholder fails to perfect such stockholder’s appraisal rights under the DGCL or shall have effectively withdrawn withdraws or lost otherwise loses such right rights with respect to appraisalany Dissenting Shares, such holder’s Dissenting Shares shall thereupon automatically be converted into and become exchangeable only for the right to receiveconverted, as of the later of at the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the consideration referred to in Section 1.02, pursuant to the exchange procedures set forth in Section 1.04. Notwithstanding anything to the contrary contained in this Agreement, if the Merger Consideration specified in either is rescinded or abandoned, then the right of a stockholder to be paid the fair value of such holder’s Dissenting Shares pursuant to Section 2.1(a)(i) or 2.1(a)(ii)262 of the DGCL shall cease. The At the Effective Time, the Dissenting Shares will no longer be outstanding and will automatically be cancelled and cease to exist, and each holder of Dissenting Shares will cease to have any rights with respect thereto, except only those rights provided under Section 262 of the DGCL. Prior to the Closing, the Company shall give the Parent and Merger Sub (ia) prompt written notice of any demands demand for appraisal payment of the fair value of any Shares, shares of Company Stock (including any demand for appraisal) or any attempted withdrawals withdrawal of any such demands demand and any other instruments instrument served pursuant to the DGCL and received by the Company relating to any stockholder’s appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under any such demands. Prior to the DGCL. The Closing, the Company shall notnot make any payment with respect to, except with or settle or offer to settle, or otherwise negotiate, any such demands without the prior written consent of the Parent (which will consent shall not be unreasonably conditioned, withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.)

Dissenting Shares. (a) To the extent permitted under the DGCL, each Stockholder that has executed the Written Consent has approved the Merger and adopted this Agreement for purposes of Section 251 of the DGCL and has waived any and all rights that such Stockholder might otherwise have to dissent and to demand appraisal for such Stockholder’s shares of Company Capital Stock with respect to the Merger in accordance with the DGCL. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and but subject to the foregoing sentence, each outstanding immediately prior to share of Company Capital Stock as of the Effective Time and as to which are held by stockholders a written demand for appraisal is properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them delivered to the extent permitted by and Company in accordance with Section 262 of the DGCL. If , shall not be converted into or represent a right to receive the consideration with respect to such share (including any portion of the Contingent Consideration Payments, if any) specified in Section 3.1(c) unless and until the holder of such holder share shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, holder’s appraisal rights for such holder’s Shares shares of Company Capital Stock under the DGCL, at which time such holder’s shares of Company Capital Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration consideration with respect to such share (including any portion of the Contingent Consideration, if any) specified in either Section 2.1(a)(i) or 2.1(a)(ii3.1(c). The All such shares of Company shall give Parent and Merger Sub (i) prompt written notice of any demands Capital Stock as to which such a demand for appraisal is so delivered and not withdrawn, except any such shares of any Shares, attempted withdrawals Company Capital Stock the holder of which shall have effectively withdrawn or lost such demands and any other instruments served pursuant to the DGCL and received by the Company relating to holder’s appraisal rights to be paid the “fair value” of Dissenting Shares, as provided in under such Section 262 of the DGCL, and (ii) are herein called “Dissenting Shares.” The Company shall give Parent prompt notice upon receipt by the opportunity to participate in negotiations and proceedings with respect to demands Company of any such written demand for appraisal under the DGCL(any holder duly making such demand being hereinafter called a “Dissenting Stockholder”). The Company shall agrees that prior to ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. the Effective Time it will not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle with, any such demandsDissenting Stockholder. Each Dissenting Stockholder who becomes entitled, pursuant to the provisions of Section 262 of the DGCL, to payment for his, her or its shares of Company Capital Stock shall receive payment therefor from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the terms of this Agreement and the DGCL) and, upon receipt of such payment, such shares of Company Capital Stock shall be cancelled.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such Shares in favor of the Merger nor consented thereto in writing and who shall have delivered a written demand for appraisal of such shares in the manner provided by the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalappraisal (collectively, “Dissenting Shares”), shall be entitled to such holder’s rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall thereupon be converted into have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and become exchangeable only payment for such Dissenting Shares under Section 262 of DGCL, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, then such holder shall forfeit the right to receive, as appraisal of the later of the Effective Time such Dissenting Shares and the time that each such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent Dissenting Share shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified converted and exchanged in either accordance with Section 2.1(a)(i) or 2.1(a)(ii2.7(a). The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands any such demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the CompanyParent, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are Holders of issued and outstanding immediately prior to shares of Company Common Stock who have complied with all the Effective Time and which are held by stockholders properly exercising appraisal rights available requirements for perfecting dissenters' rights, as required under Section 262 of the DGCL (the “Dissenting Shares”) New York Business Corporation Law, shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration, unless and until such holders as set forth in Section 2.3(a), but shall have failed be entitled to perfect or shall have effectively withdrawn or lost their rights under New York Business Corporation Law with respect to appraisal under such shares (the DGCL"Dissenting Shares"). Holders Notwithstanding the foregoing, if any holder of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receivedissent, then, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder's issued and outstanding shares of Company Common Stock shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the portion of the Merger Consideration specified to which such holder is then entitled under this Agreement and the New York Business Corporation Law, without interest thereon and upon Surrender of the certificate representing such shares of Company Common Stock. Notwithstanding any provision of this Agreement to the contrary, any Dissenting Shares held by a shareholder of the Company who has perfected dissenter's rights for such shares in either accordance with the New York Business Corporation Law shall not be entitled to its portion of the Merger Consideration pursuant to this Section 2.1(a)(i) or 2.1(a)(ii)2.4.4. The Company shall give Parent and Merger Sub (i) prompt written notice Each holder of any demands for appraisal of any SharesDissenting Shares who, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received New York Business Corporation Law, becomes entitled to payment of the value of the Dissenting Shares owned by such holder will receive payment therefor but only after the Company relating value therefor has been agreed upon or finally determined pursuant to rights to be paid the “fair value” New York Business Corporation Law. Any portion of Dissenting Sharesthe Merger Consideration, as provided in Section 262 of the DGCLadjusted, and (ii) the opportunity to participate in negotiations and proceedings that would otherwise have been payable with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which Dissenting Shares if such shares were not Dissenting Shares will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsretained by Parent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Stock that are issued and outstanding immediately prior to the Effective Time and with respect to which are held by stockholders dissenters’ rights shall have been properly exercising appraisal rights available under Section 262 demanded in accordance with Subchapter XIII of the DGCL WBCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Per Share Purchase Consideration; instead, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value “fair value” of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 the provisions of Subchapter XIII of the DGCLWBCL. If Notwithstanding the foregoing, (i) if any holder of Dissenting Shares shall subsequently deliver a written withdrawal of his or her demand for payment of the “fair value” of such shares, or (ii) if any holder fails to establish his or her entitlement to dissenters’ rights as provided in Subchapter XIII of the WBCL, such holder or holders (as the case may be) shall have failed forfeit his or her rights under Subchapter XIII of the WBCL with respect to perfect or shall have effectively withdrawn or lost such right to appraisal, shares and each of such holder’s Shares shares shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later Effective Time, the Per Share Purchase Consideration. In such event, NRC shall pay the holder of such former Dissenting Shares his or her then payable portion of the Effective Time and Per Share Purchase Consideration upon the time that surrender to NRC by such right to appraisal shall have been irrevocably lost, withdrawn holder of his or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in her Stock Certificate formerly representing such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of former Dissenting Shares, duly endorsed by the holder (and, if such holder is a Wisconsin resident, then also by such holder’s spouse). Any amounts of the Per Share Purchase Consideration payable following the payment noted in the immediately preceding sentence shall flow through the Shareholders’ Agent as provided in under Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands2.2.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such Shares in favor of the DGCL Merger, who shall have delivered a written demand for appraisal of such Shares in the manner provided by the Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn such demand or lost such right to appraisal and payment therefor under the Delaware Law (the “"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his or her entitlement to appraisal rights as provided in Section 262 of the Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his or her demand for appraisal of such Shares or lost his or her right to appraisal and payment for his or her Shares under Section 262 of the Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such Shares and each such Share shall be exchangeable for treated as if it had been, as of the Effective Time, converted into a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under without interest thereon, from the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, Surviving Corporation as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.2.02

Dissenting Shares. Notwithstanding anything in this Agreement No conversion under Section 2.01 hereof shall be ----------------- made with respect to the contraryshares of Seller Common Stock held by a Dissenting Holder (such shares being referred to herein as "Dissenting Shares"); provided, Shares that are issued and however, (i) each Dissenting Share outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “a Dissenting Shares”) shall not be converted into Holder who shall, at or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them prior to the extent permitted by and Effective Time, withdraw his demand for appraisal or lose his right of appraisal, in accordance with Section 262 either case pursuant to the applicable provisions of the DGCL. If any such holder , shall have failed be deemed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveconverted, as of the later Effective Time, into Buyer Capital Stock issuable with respect to such Dissenting Share in accordance with the terms of Section 2.01 hereof and any cash in lieu of fractional shares of Buyer Capital Stock and (ii) each Dissenting Share outstanding immediately prior to the Effective Time and held by a Dissenting Holder who shall, after the time that such Effective Time, withdraw his demand for appraisal or lose his right to of appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served case pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 applicable provisions of the DGCL, shall be deemed to be converted, as of the Effective Time, into Buyer Capital Stock and (ii) any cash in lieu of fractional shares of Buyer Capital Stock. For purposes of this Agreement, the opportunity to participate term "Dissenting Holder" shall mean a holder of shares of Seller Common Stock who has demanded appraisal rights in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except compliance with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock applicable provisions of the Company, offer DGCL concerning the right of such holder to settle or settle any dissent from the Merger and demand appraisal of such demandsholder's shares of Seller Common Stock.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior no Share, the holder of which has properly complied with the provisions of Section 623 of the NYBCL as to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “a "Dissenting Shares”) shall not Share"), will be deemed to be converted into or be exchangeable for and to represent the right to receive share of Parent Common Stock hereunder and the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall Shares, if any, will be entitled to payment payment, solely from the Surviving Corporation, of the appraised value of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 623 of the DGCL. If NYBCL; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by the NYBCL, subsequently delivers a written withdrawal of his or her demand for appraisal of such Dissenting Shares, (ii) if any such holder shall have failed fails to perfect establish his or shall have effectively withdrawn her entitlement to rights to payment as provided in such Section 623, or lost (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has instituted a proceeding to determine the rights of holders of Dissenting Shares and to fix the fair value of Dissenting Shares in any of the circumstances described in subparagraph (h) of Section 623 within the time provided in such Section 623, such holder will forfeit such right to appraisal, payment for such holder’s Dissenting Shares shall thereupon be converted into and become exchangeable only for the right pursuant to receivesuch Section 623 and, as of the later of the Effective Time or the occurrence of such event, such holder's Certificate formerly representing shares of Company Common Stock will automatically be converted into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent only the right to receive shares of Parent Common Stock pursuant to Section 3.01 hereof, without any interest thereon, upon surrender of the Merger Consideration specified in either Section 2.1(a)(i) Certificate or 2.1(a)(ii)Certificates formerly representing such shares of Company Common Stock. The Company shall will give Parent and Merger Sub (iA) prompt written notice of any written demands for appraisal of any Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Sharesappraisal, as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall notNYBCL, except with and (C) the prior written consent right to approve any settlement of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsdemand in Parent's sole discretion.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that which are issued and outstanding immediately prior to the Reorganization Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such Shares in favor of the DGCL (Mergers, who shall have delivered a written demand for appraisal of such Shares in the “Dissenting Shares”) manner provided by Delaware Law and who, as of the Reorganization Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the a right to receive the Reorganization Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii(or, if after the Effective Time, the Merger Consideration). The Company holders thereof shall give Parent and Merger Sub be entitled only to such rights as are granted by Section 262 of Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with Delaware Law; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware Law, and (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment for his Shares under Section 262 of Delaware Law, or (iii) if neither any holder of Dissenting Shares nor the opportunity Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder shall forfeit the right to appraisal of such Dissenting Shares and each such Dissenting Share shall be converted into a right to receive the Reorganization Merger Consideration (or, if after the Effective Time, the Merger Consideration) without interest thereon, from the Surviving Corporation as provided in Section 1.3 hereof. The Company shall give MergerSub prompt notice of any demands received by the Company for appraisal of Shares, and MergerSub shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedMergerSub, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in the foregoing provisions of this Agreement to Article III, the contrary, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive any portion of the Merger Consideration, unless Consideration and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalAt the Effective Time, such holder’s the Dissenting Shares shall thereupon no longer be converted into outstanding and become exchangeable only for the right shall automatically be cancelled, and each holder of Dissenting Shares shall cease to receivehave any rights with respect to such Dissenting Shares, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into except the right to receive the Merger Consideration specified fair value of such Dissenting Shares in either accordance with the provisions of Section 2.1(a)(i) or 2.1(a)(ii)262 of the DGCL. The Company Each Dissenting Stockholder who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall give Parent and Merger Sub receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (i) prompt written notice if any such Dissenting Stockholder shall have failed to establish such holder’s entitlement to appraisal rights or to receive payment of any demands for appraisal of any Shares, attempted withdrawals the fair value of such demands holder’s Dissenting Shares in accordance with and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands if any such Dissenting Stockholder 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 Company Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive 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 (and such holder shall be treated as a Pre-Closing Holder). The Company will give Buyer prompt notice of all written notices received by the Company pursuant to Section 262 of the DGCL. The Company shall not, except with Without the prior written consent of Parent which will Buyer, the Company shall not be unreasonably withheld or delayedvoluntarily negotiate, voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals of capital stock payment. From and after the Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the Company, offer DGCL shall be entitled to settle vote his or settle her shares of Company Stock for any such demandspurpose 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 contained in this Agreement to the contrarycontrary but only to the extent required by the DGCL, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 holders of Shares who comply with all the provisions of the DGCL law of the State of Delaware concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares (the “such holders being referred to hereinafter as "Dissenting Stockholders", and such Shares being referred to hereinafter as "Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive the Merger ConsiderationConsideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to the law of the State of Delaware; provided, unless 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 until such holders shall have failed to perfect his or shall have effectively withdrawn or lost their rights her entitlement to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment rights as provided by applicable law, or (iii) if within 120 days of the appraised 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 Dissenting Shares Effective Time and held by them to the extent permitted by and Dissenting Stockholders in accordance with Section 262 of applicable law, then such Dissenting Stockholder or Dissenting Stockholders, as the DGCL. If any such holder case may be, shall have failed to perfect or shall have effectively withdrawn or lost such forfeit the right to appraisal, appraisal of such holder’s Shares and such Shares shall thereupon be deemed to have been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the applicable Merger Consideration specified Consideration, without interest, as provided in Section 2.1(a)(iii); provided2.3, in and such circumstance, to the fullest extent permitted by Law, that Parent Shares shall no longer be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Dissenting Shares. The Company shall give Parent and Merger Sub (ix) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLCompany, and (iiy) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of Parent which will not be unreasonably withheld Parent, settle or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsdemand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares shares of Woodward-Clyde Stock that are issued and outstanding immediately prior to prxxx xx xxx Xxxective Time of the Effective Time Merger and which that are held by stockholders properly exercising who have not voted such shares in favor of the Merger and who have delivered a written demand for appraisal rights available under of such shares in the manner provided in Section 262 of the DGCL Delaware Law (the “"Dissenting Shares”") shall not be canceled and converted into or be exchangeable for the right to receive the Merger Consideration, shares of URS Common Stock in accordance with Section 2.1 above unless and until such holders holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost their rights lost, such holder's right to appraisal and payment under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCLDelaware Law. If any such holder stockholder shall have so failed to perfect perfect, or shall have effectively withdrawn or lost such right to appraisalright, such holder’s Shares 's shares of Woodward-Clyde Stock shall thereupon be converted into and become exchangeable only for the right deemed to receive, have been canceled xxx xxxxxxxxx as of the later of described in Section 2.1 at the Effective Time of the Merger, and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into shall represent solely the right to receive the Merger Consideration specified shares of URS Common Stock and cash in either accordance with Section 2.1(a)(i) or 2.1(a)(ii)2.1. The Company Woodward-Clyde shall give Parent and Merger Sub (i) URS prompt written notice of any demands received by Xxxxxxxx-Xxxxe for appraisal of any Sharesits shares, attempted withdrawals of such demands and any other instruments served pursuant and, prior to the DGCL and received by Effectivx Xxxx xx xxx Merger, URS shall have the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company Effective Time of the Merger, Woodward-Clyde shall not, except with the prior written consent of Parent which will not URS, xxxx xxx xxxment with respect to, or settle or offer to settle, any such demands. From and after the Effective Time of the Merger, no stockholder of Woodward-Clyde who has demanded appraisal rights as provided in Sectxxx 000(x) xx the Delaware Law shall be unreasonably withheld entitled to vote such holder's shares of Woodward-Clyde Stock for any purpose or delayed, voluntarily make or agree to make any material receive payment of dividendx xx xxxxx xxstributions with respect to any demands for appraisals such holder's shares (except dividends and other distributions payable to stockholders of capital stock record at a date which is prior to the Effective Time of the Company, offer to settle or settle any such demandsMerger).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Xxxxxx Shares that which are issued and outstanding immediately prior to the Effective Time (after giving effect to the Purchase Transaction) and which are held by stockholders a Xxxxxx Shareholder who has not voted such shares in favor of, or consented in writing to, the Xxxxxx Transaction and who has properly exercising demanded appraisal rights available in the manner provided by Section 262 of the DGCL (such Xxxxxx Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Xxxxxx Shares) shall not be converted into a right to receive any portion of the Transaction Consideration, if any, payable with respect to such Xxxxxx Shares pursuant to Section 2.02(b), unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from Subversive or the Surviving Company in accordance with the DGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, (b) if any such holder of Dissenting Shares shall have effectively withdrawn or failed to perfect its demand for appraisal of such shares or otherwise lost or failed to be entitled for any reason to the right to appraisal and payment for shares under Section 262 of the DGCL or (c) if neither any holder of Dissenting Shares nor the “Surviving Company shall have filed a petition demanding a determination of the value of all Dissenting Shares”) Shares within the time provided in Section 262 of the DGCL, such holder shall not forfeit the right to appraisal of such Xxxxxx Shares and each such Xxxxxx Share shall automatically be deemed to have converted into or be exchangeable for and represent only the right to receive the Merger portion of the Transaction Consideration, unless and until if any, payable with respect to such holders shall have failed Xxxxxx Shares pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCLSection 2.02(b), without interest thereon. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company Xxxxxx shall give Parent Subversive and Merger Sub (i) MergerSub prompt written notice of any demands received by Xxxxxx for appraisal of any Xxxxxx Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLXxxxxx, and (ii) Subversive and MergerSub shall have the opportunity right to participate in in, direct and control all negotiations and proceedings with respect to demands for appraisal under the DGCLDGCL and keep Subversive apprised of any discussions or correspondence with Xxxxxx Shareholders who have demanded appraisal under the DGCL or their representatives. The Company Xxxxxx shall not, except with the prior written consent of Parent which will not be unreasonably withheld Subversive, settle or delayedoffer to settle, voluntarily make any payment with respect to, or waive any failure to deliver, any demands for appraisal in accordance with the DGCL, or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsforegoing.

Dissenting Shares. Notwithstanding anything in (a) For purposes of this Agreement to the contraryAgreement, "Dissenting Shares" means Company Shares that are issued and outstanding immediately prior to held as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a Company Stockholder who has not voted such Company Shares in favor of the DGCL (approval of this Agreement and the “Plan of Merger and who has duly notified the Company of his intent to demand payment for such shares in accordance with Section 1320 of the Florida Business Corporation Act. Dissenting Shares”) Shares shall not be converted into or be exchangeable for represent the right to receive the Merger ConsiderationShares and the Merger Payment, unless and until such holders Company Stockholder shall have failed to perfect forfeited his or shall have effectively withdrawn or lost their her dissenters' rights to appraisal under the DGCLFlorida Business Corporation Act (by failing to properly pursue them) or withdrawn his or her election to dissent. Holders If such Company Stockholder has so forfeited or withdrawn his or her dissenters' rights, then (i) as of the occurrence of such event, such holder's Dissenting Shares shall cease to be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified Shares and the Merger Payment issuable in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals respect of such demands and any other instruments served Company Shares pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL1.5(a), and (ii) promptly following the opportunity occurrence of such event, the Buyer shall deliver to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock such stockholder a certificate representing such percentage of the CompanyMerger Shares and such percentage of the Merger Payment to which Company Stockholders are entitled pursuant to Section 1.5(a) (which shall be considered Initial Shares and part of the Initial Payment, offer respectively, for all purposes of this Agreement) and shall deliver to settle or settle any the Escrow Agent a certificate representing the remaining Merger Shares and a check representing the remaining Merger Payment to which such demandsholder is entitled pursuant to Section 1.5(a) (which shall be considered Escrow Shares and part of the Escrow Payment, respectively, for all purposes of this Agreement).

Dissenting Shares. Notwithstanding anything in any other provision of this Agreement to the contraryAgreement, Shares shares of Xxxxxx Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder of shares of Xxxxxx Common Stock who shall have (i) duly given written notice to Xxxxxx, prior to the taking of the DGCL 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, and (iii) not withdrawn, waived or otherwise lost or forfeited such 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 be exchangeable for represent the right to receive any part of the Merger Consideration. Such Dissenting Shares shall instead be converted into the right to receive from the Surviving Corporation payment of the "fair value" thereof in accordance with the Dissenters' Rights Provisions, unless and until such except that all Dissenting Shares held by holders who after the Effective Time shall have failed to perfect or who effectively shall have effectively withdrawn withdrawn, waived or otherwise lost or forfeited their dissenters' rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares Dissenters' Rights Provisions shall thereupon be deemed to have been converted into and to become exchangeable only exchangeable, as of the Effective Time, for the right to receive, as without any interest thereon, the appropriate part of the later Merger Consideration, upon surrender, in the manner provided in this Section 6, of the Effective Time Certificate or Certificates that formerly evidenced such shares of Xxxxxx Common Stock. 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 time Surviving Corporation to the effect that such right there has been paid, or will be paid contemporaneously with the remittance to appraisal shall have been irrevocably lost, withdrawn or expired, the Surviving Corporation of the Merger Consideration specified in Section 2.1(a)(iii); providedotherwise allocable to such Dissenting Shares, in the amount to which the holder thereof is entitled, or has agreed with the Surviving Corporation to receive, as payment for such circumstanceDissenting 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 fullest extent permitted 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 Lawthe Acquisition Agreement dated January 5, that Parent shall be entitled at its sole option to convert each such share into 1997 (the right to receive "Agreement") between the Company, Oakwood Homes Corporation, a North Carolina corporation ("Oakwood"), and A & B Acquisition Corp., an Indiana corporation ("Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(iiSub"). The Company This opinion letter is delivered pursuant to Section 7.3(c) of the Agreement. All capitalized terms used herein and not otherwise defined herein shall give Parent have the same meanings herein as are ascribed to them in the Agreement. As such counsel, we have examined originals or copies of the Agreement, the Articles of Merger and the Plan of Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals all of such demands documents being referred to collectively herein as the "Transaction Documents"). We have also examined the articles of incorporation and any other instruments served pursuant bylaws of the Company and each Xxxxxx Subsidiary, certified resolutions of the Board of Directors of the Company with respect to the DGCL transactions contemplated by the Transaction Documents, certificates of officers of the Company and received public officials, 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 relating to rights to be paid therein. In giving the “fair value” of Dissenting Sharesopinions expressed herein and making our investigations in connection herewith, as provided in Section 262 we have assumed (a) the due authorization, execution and delivery by the parties thereto other than the Company and the Xxxxxx Subsidiaries of the DGCLdocuments 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 (iif) the opportunity integrity and completeness corporate minute books of the Company and each Xxxxxx Subsidiary presented to participate 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 negotiations and proceedings with respect any manner affecting the opinions expressed herein. Nothing has come to demands for appraisal under our attention in the DGCL. The course of our representation of the Company shall not, except in connection with the prior written consent 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 Parent 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 choice 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 will not be unreasonably withheld or delayed, voluntarily make or agree we have relied in giving other opinions herein (except for our opinions as to make any material payment with respect to any demands for appraisals of capital stock 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, offer or otherwise actually known to settle 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 investigations made for purposes of giving such opinions or settle any statements unless otherwise stated herein. However, 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 our reliance thereon for purposes of such demands.opinions is unwarranted. Based upon and subject to the foregoing and the further limitations and qualifications hereinafter expressed, it is our opinion that:

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior with respect to the Effective Time and which are each share of Company Common Stock held by stockholders a holder who has not voted in favor of the adoption of this Agreement or consented thereto in writing and who has properly exercising exercised appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have DGCL and has not effectively withdrawn or lost its rights to appraisal (each such right to appraisalshare, a “Dissenting Share”), if any, such holder’s Dissenting Shares shall thereupon not be converted into a right to receive any portion of the Merger Consideration and become exchangeable only 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 shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (x) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws or loses (through failure to perfect or otherwise) the right to receivedissent or its right for appraisal of such Dissenting Shares, (y) if any holder of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (z) if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the later of DGCL, such holder or holders (as the Effective Time and case may be) shall forfeit the time that such right to appraisal under Section 262 of the DGCL and any right of such holder of Dissenting Shares to payment for such shares pursuant to Section 262 of the DGCL shall have been irrevocably lostthereupon cease to constitute Dissenting Shares, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in and each such circumstanceright, to the fullest extent permitted by Applicable Law, that Parent shall thereafter be entitled at its sole option deemed to convert each such share have been converted into and to have become, as of the Effective Time, the right to receive receive, without interest thereon, the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Consideration. The Company shall (A) give Parent and Merger Sub (i) reasonable prompt written notice of any all written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, DGCL and (iiB) give Parent the opportunity to direct and control (provided that (1) the Company shall have the right to participate in and (2) prior to the Effective Time, Parent shall reasonably consult in good faith with the Company with respect to) all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLany such demand. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal, settle or offer to settle or settle any such demandsdemands for appraisal, or approve any withdrawal of any such demands for appraisal, in each case, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior with respect to the Effective Time and which are each share of Company Common Stock held by stockholders a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has is entitled to demand and has properly exercising exercised appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have DGCL and has not effectively withdrawn or lost its rights to appraisal (each such right to appraisalshare, a “Dissenting Share”), if any, such holder’s Dissenting Shares shall thereupon not be converted into a right to receive any portion of the Merger Consideration pursuant to Section 3.01 and become exchangeable only 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 shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (x) if 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 receivedissent or its right for appraisal of such Dissenting Shares, (y) if any holder of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (z) if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the later of DGCL, such holder or holders (as the Effective Time and case may be) shall forfeit the time that such right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall have been irrevocably lostthereupon cease to constitute Dissenting Shares, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in and each such circumstanceshare of Company Common Stock shall, to the fullest extent permitted by Applicable Law, that Parent shall thereafter be entitled at its sole option deemed to convert each such share have been automatically converted into and to have become, as of the Effective Time, the right to receive receive, without interest thereon, the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Consideration. The Company shall will give Parent and Merger Sub (i) prompt written notice of any all written demands received by the Company for appraisal of any Sharesshares of Company Common Stock, withdrawals or attempted withdrawals of such demands and any other instruments instruments, notices or demands served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL. Prior to the Effective Time, and (ii) the opportunity Company shall not, without the prior written consent of Parent, make any payment with respect to, 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 demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a stockholder (each, a “Dissenting Stockholder”) who is entitled to exercise, and properly exercising appraisal exercises, dissenter’s rights available under with respect to such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for or represent the right to receive the Merger Consideration, unless Consideration (except as provided in this Section 4.3) and until shall entitle such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled Stockholder only to payment of the appraised fair value of the such Dissenting Shares held by them as may be determined to be due to the extent permitted by and holder of such Dissenting Shares in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to appraisal. If any such holder shall have failed to perfect or Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such the right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, then as of the later of the Effective Time and or the time that occurrence of such right to appraisal shall have been irrevocably lost, withdrawn or expiredevent, the Merger Consideration specified in Section 2.1(a)(iii); provided, in Dissenting Shares held by such circumstance, to the fullest extent permitted by Law, that Parent Dissenting Stockholder shall be entitled at its sole option to convert each such share cancelled and converted into and represent the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL4.1 without interest. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make (or agree cause or permit to make be made on its behalf) any material payment with respect to, or settle or offer to settle, or otherwise negotiate with, any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company shall give Parent prompt notice of any such demands prior to the Effective Time, and Parent shall have the right to participate in and control all negotiations and proceedings with respect to any demands for appraisals exercise by any Company Stockholder of capital stock dissenter’s rights. Notwithstanding the generality of the Companyforegoing, offer if the Merger becomes effective without a meeting of Company Stockholders in accordance with Section 253 of the DGCL, the parties hereby agree that any holder of shares of Company Common Stock that is entitled to settle appraisal rights under Section 262 of the DGCL may demand the appraisal of such shares, in accordance with the provisions of Section 262(d)(2) of the DGCL. For the avoidance of doubt, it is acknowledged and agreed that, in any appraisal proceeding with respect to the Dissenting Shares and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Shares shall be determined in accordance with Section 262(h) of the DGCL without regard to the Top-Up Option, the shares of Company Common Stock issued pursuant to the Top-Up Option or settle any such demandspromissory note delivered by Parent or Merger Sub to the Company in payment for the shares of Company Common Stock issued pursuant to the Top-Up Option.

Dissenting Shares. Notwithstanding anything in the foregoing provisions of this Agreement to Article III, the contrary, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the a right to receive the Merger Consideration specified and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL to the extent that such rights were not waived by such holders by execution of the Stockholders Agreement. Each holder of Dissenting Shares who is entitled to exercise the rights granted by Section 262 of the DGCL pursuant to the immediately preceding sentence and who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub accordance with the DGCL; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands 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. The Company , such holder shall notforfeit 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 Common Share immediately prior to the Effective Time and converted, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the CompanyEffective Time, offer into a right to settle or settle receive from the Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any such demandsinterest thereon.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares in favor of the DGCL Merger, who shall have delivered a written demand for appraisal of such shares in the manner provided by the Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn such demand or lost such right to appraisal and payment therefor under the Delaware Law (the “"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his or her entitlement to appraisal rights as provided in Section 262 of the Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his or her demand for appraisal of such shares or lost his or her right to appraisal and payment for his or her shares under Section 262 of the Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such shares and each such share shall be exchangeable for treated as if it had been, as of the Effective Time, converted into a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under without interest thereon, from the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, Surviving Corporation as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified provided in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)2.02 hereof. The Company shall give Parent and Merger Sub (i) prompt written notice as promptly as practicable of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 of the DGCLshares, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything 4.2.1 For purposes of this Agreement, "Dissenting Shares" means Icentral Shares held as of the Effective Time by an Icentral Shareholder who has not voted such Icentral Shares in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with the contrary, Shares that are issued Utah Statute and outstanding immediately not effectively withdrawn or forfeited prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Time. Dissenting Shares”) Shares shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until such holders Icentral Shareholder shall have failed to perfect or shall have effectively withdrawn or lost their rights forfeited his right to appraisal under the DGCLUtah Statute or withdrawn, with the consent of the Company, his demand for appraisal. Holders If such Icentral Shareholder has so forfeited or withdrawn his right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder's Dissenting Shares shall cease to be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified issuable in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals respect of such demands and any other instruments served Icentral Shares pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL4.1.1, and (ii) promptly following the opportunity occurrence of such event, the Buyer shall deliver to participate the exchange agent (i) in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent case of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock a Majority Shareholder a certificate representing approximately 86% of the CompanyMerger Shares and (ii) in the case of a Minority Shareholder 100% of the Merger Shares to which such holder is entitled pursuant to Section 4.1 (which shares shall be considered Initial Shares for all purposes of this Agreement) and shall deliver to the Escrow Agent a certificate representing the remaining Merger Shares to which such holder is entitled, offer if any, pursuant to settle or settle any such demandsSection 4.1 (which shares shall be considered Escrow Shares for all purposes of this Agreement).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, all Shares that are issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 3.1(b) hereof) and which are held by stockholders holders who shall neither have voted in favor of the Merger nor consented thereto in writing and who shall have properly exercising and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal rights available under in respect of such Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be 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 Dissenting Shares in accordance with the provisions of Section 262 of the DGCL or, on the terms of this Section 3.4 to receive payment of the Merger Consideration as provided in Section 3.1(a). Such holders of the Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such rights to receive payment of the fair value of such holder’s Shares of 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 and such determination has become final and non-appealable. If, after the Effective Time, such holder of the Dissenting Shares fails to comply with the provisions of Section 262 of the 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 DGCL and such determination has become final and non-appealable, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandswithout interest thereon.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that shares of Capital Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under a holder who did not vote such shares in favor of the Merger and who has complied with all of the relevant provisions of Section 262 of the DGCL (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the a right to receive the Merger Consideration, Consideration unless and until such the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders The holders of such Dissenting Shares shall be entitled only to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL, and any portion of the Merger Consideration deposited with the Paying Agent to pay for such shares shall be returned to the Surviving Corporation upon demand; provided, however, that if any such holder of Dissenting Shares (i) shall have failed to perfect or establish such holder's entitlement to relief as a dissenting stockholder as provided in Section 262 of the DGCL, (ii) shall have effectively withdrawn such holder's demand for relief as a dissenting stockholder with respect to such Dissenting Shares or lost such holder's right to appraisalrelief as a dissenting stockholder and payment for such holder's Dissenting Shares under Section 262 of the DGCL, or (iii) shall have failed to file a complaint with the appropriate court seeking relief as to determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, if applicable, such holder’s Shares holder shall thereupon be converted into and become exchangeable only for forfeit the right to receiverelief as a dissenting stockholder with respect to such shares of Capital Stock, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share shall be converted into the right to receive the Merger Consideration specified without interest thereon, from the Surviving Corporation as provided in either Section 2.1(a)(i) or 2.1(a)(ii)2.9. The Company shall give Parent and Merger Sub (i) prompt written notice as soon as reasonably practical of any demands received by the Company for appraisal of any Sharesrelief as a dissenting stockholder, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLappraisal, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares if Section 302A.471 of the MBCA shall be applicable to the Merger, shares of MJK Common Stock and Series I Convertible Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 shareholders who have not voted such shares in favor of the DGCL (Merger, who shall have delivered, prior to any vote on the “Dissenting Shares”) Merger, a written demand for the fair value of such shares in the manner provided in Section 302A.473 of the MBCA and who, as of the Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisaldissenters' rights ("Dissenting Shares") shall not be converted into or represent a right to receive shares of NM Common Stock pursuant to Section 2.2(a) above, but the holders thereof shall be entitled only to such rights as are granted by Section 302A.473 of the MBCA. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Sections 302A.471 and 302A.473 of the MBCA shall receive payment therefor from the Surviving Corporation in accordance with the MBCA; provided, however, that 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 of such shares under Section 302A.473 of the MBCA, such holder’s Shares holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be converted into deemed to have been canceled, extinguished and become exchangeable only for the right to receiveconverted, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice payment from NM of any demands for appraisal shares of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, NM Common Stock as provided in Section 262 of the DGCL, and (ii2.2(a) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsabove.

Dissenting Shares. Notwithstanding anything in (a) For purposes of this Agreement to the contraryAgreement, Shares that are "Dissenting Shares" shall mean shares of Merger Partner Common Stock issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 as of the DGCL (the “Dissenting Shares”) shall Effective Time by a holder who has not be converted into or be exchangeable for the right to receive voted in favor of the Merger Consideration, unless or consented thereto in writing and until who has made a proper demand for appraisal of such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 of the DGCL. If any DGCL (until such time as such holder shall have failed fails to perfect or otherwise loses such holder's appraisal rights under the DGCL with respect to such shares, at which time such shares shall cease to be Dissenting Shares). Dissenting Shares will only entitle the holder thereof to such rights as are granted by the DGCL to a holder thereof and shall not be converted into or represent the right to receive Public Company Common Shares unless the Shareholder holding such Dissenting Shares shall have effectively withdrawn forfeited his, her or lost such its right to appraisal under the DGCL or properly withdrawn his, her or its demand for appraisal. If such Shareholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder’s 's Dissenting Shares shall thereupon cease to be converted into Dissenting Shares and become exchangeable only for the right shall be deemed to receivehave been converted, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Public Company Common Shares issuable in respect of such Merger Consideration specified in either Partner Common Stock pursuant to Section 2.1(a)(i2.01(c) or 2.1(a)(iiSection 2.01(d). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLcase may be, without interest, and (ii) promptly following the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The occurrence of such event, Public Company shall notdeliver to the Exchange Agent a certificate representing Public Company Common Shares to which such Shareholder is entitled pursuant to Section 2.01(c) or Section 2.01(d), except with as well as any cash or other distributions to which such holder of Merger Partner Common Stock may be entitled under this Article II if not previously delivered to the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsExchange Agent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 a Company Stockholder who (i) has not voted such shares in favor of the Merger, (ii) shall have delivered a written demand for appraisal of such shares in the manner provided for in the DGCL and (the “Dissenting Shares”iii) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, appraisal as of the later of the Effective Time and (the time that "Dissenting Shares"), shall be entitled to such right rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to appraisal payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall have been irrevocably lost, withdrawn or expired, receive payment therefor from the Merger Consideration specified Surviving Corporation in Section 2.1(a)(iii)accordance with the DGCL; provided, in such circumstance, to the fullest extent permitted by Lawhowever, that Parent shall be entitled at its sole option to convert each (A) if any such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish such holder's entitlement to appraisal rights as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in negotiations and proceedings with respect to demands if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his Dissenting Shares under Section 262 of the DGCL or (C) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL. The Company , such holder shall notforfeit the right to appraisal of such Dissenting Shares, except with and the prior written consent holder of each such Dissenting Share shall be deemed to have been converted into, as of the Effective Time, the right to receive shares of Parent which will not be unreasonably withheld or delayedCommon Stock pursuant to Section 2.1 hereof, voluntarily make or agree to make without any material payment with respect to any demands for appraisals of capital stock interest thereon, upon surrender, in the manner provided in Section 2.3 hereof, of the Company, offer to settle Certificate or settle any Certificates that formerly evidenced such demandsshares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until the Company Stockholder holding such holders Dissenting Shares shall have failed to perfect forfeited his, her or shall have effectively withdrawn or lost their rights its right to appraisal under the DGCLDelaware General Corporation Law or properly withdrawn, his, her or its demand for appraisal. Holders If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares shall be entitled to payment Shares, then (i) as of the appraised value occurrence of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalevent, such holder’s Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified issuable in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals respect of such demands and any other instruments served Company Shares pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL1.5, and (ii) promptly following the opportunity occurrence of such event, the Buyer shall pay (by check or by wire transfer) to participate the Payment Agent, if such event occurs prior to six months after the Closing Date, or to such holder if such event occurs thereafter for each such Company Share a portion of the cash into which such Company Share was converted pursuant to Section 1.5 equal to the Initial Cash Per Share, rounded in negotiations the aggregate for each such Company Stockholder to the nearest $0.01 (which cash shall be considered Initial Cash for all purposes of this Agreement); the remainder of the cash into which such holder’s Company Shares were converted pursuant to Section 1.5 shall be deposited in escrow pursuant to Section 1.9 and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except be held and disposed of in accordance with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock terms of the Company, offer to settle or settle any such demandsEscrow Agreement (which cash shall be considered Escrow Cash for all purposes of this Agreement).

Dissenting Shares. Notwithstanding anything the foregoing provisions of Article III and this Article IV, the Dissenting Shares 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 13.1‑730 of the VSCA. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 13.1‑730 of the VSCA shall receive payment therefor from the Surviving Corporation in this Agreement accordance with the VSCA; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 13.1‑730 of the contraryVSCA, or (ii) if any such holder of Dissenting Shares that are issued shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and outstanding payment for such holder’s shares under Section 13.1‑730 of the VSCA, 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 Common Share immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receiveconverted, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the a right to receive from the Surviving Corporation the portion of the Corp Merger Consideration specified deliverable in either Section 2.1(a)(i) or 2.1(a)(iirespect thereof as determined in accordance with Article II, as set forth on the Allocation Schedule, without any interest thereon (and such holder shall be treated as a Pre‑Closing Holder). The Company shall CMP will give Parent and Merger Sub (i) prompt written Buyer reasonable notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served all written notices received by CMP pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 13.1‑733 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCLVSCA. The Company shall not, except with Without the prior written consent of Parent Buyer (which will shall not be unreasonably withheld withheld, conditioned or delayed), CMP shall not voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals of capital stock payment. From and after the Effective Time, no Stockholder who has properly exercised and perfected appraisal rights pursuant to Section 13.1‑735.1 of the Company, offer VSCA shall be entitled to settle vote his or settle her shares of Common Stock for any such demandspurpose or receive payment of dividends or other distributions with respect to his or her shares of Common Stock (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.2, HG Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares in favor of the DGCL (Merger by executing this Agreement, who shall have delivered a written demand for appraisal of such shares in the “Dissenting Shares”) manner provided by the Delaware Law and who, as of the Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right pursuant to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent 2.2. The holders thereof shall be entitled at its sole option only to convert each such share into rights as are granted by Section 262 of the right Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Merger Consideration specified Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub accordance with the Delaware Law; provided however that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware Law, and (ii) if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his or her Dissenting Shares under Section 262 of the opportunity Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such Dissenting Shares and each such Dissenting Share shall be treated as if it had been converted, as of the Effective Time, pursuant to Section 2.2, as appropriate. HG shall give the Company prompt notice of any demands received by HG for appraisal of HG Shares and the Company shall have the right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration, unless and until such holders Company Stockholder shall have failed to perfect forfeited his, her or shall have effectively withdrawn or lost their rights its right to appraisal under the DGCLDelaware General Corporation Law or properly withdrawn his, her or its demand for appraisal. Holders If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares shall be entitled to payment and signed and delivered an Investment Representation Letter and Stock Restriction Agreement in the form attached hereto as Exhibit B, then (i) as of the appraised value occurrence of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalevent, such holder’s 's Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified issuable in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals respect of such demands and any other instruments served Company Shares pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL1.5, and (ii) promptly following the opportunity occurrence of such event, the Buyer shall deliver to participate in negotiations the Exchange Agent (x) the amount of cash to which such holder is entitled pursuant to Section 1.5 and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock (y) a certificate representing such portion of the Company, offer Merger Shares to settle or settle any which such demandsholder is entitled pursuant to Section 1.5 as is equal to the Closing Stock Percentage (expressed as a percentage) of such shares (which shares shall be considered Initial Shares for all purposes of this Agreement) and shall deliver to the Escrow Agent a certificate representing the remaining Escrow Share Percentage (expressed as a percentage) of the Merger Shares to which such holder is entitled pursuant to Section 1.5 (which shares shall be considered Escrow Shares for all purposes of this Agreement).

Dissenting Shares. Notwithstanding anything in (a) If provided for under the CGCL, notwithstanding any other provision of this Agreement to the contrary, Shares shares of Wireless Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 Wireless Shareholders who shall not have voted in favor of the DGCL Merger or consented thereto in writing and who shall have demanded properly in writing payment for such shares in accordance with Sections 1300 et seq. of the CGCL (a "Dissenter Payment") and who shall not have withdrawn such demand or have been deemed or otherwise have forfeited the “right to a Dissenter Payment (such shares of Wireless Capital Stock being referred to as "Dissenting Shares”") shall not be converted into or be exchangeable for represent the right to receive any portion of the Merger Shareholder Cash Consideration, unless but instead shall be converted into and until represent the right to receive from the Surviving Corporation payment of such holders Wireless Shareholders' Dissenter Payment as provided in Sections 1300 et seq. of the CGCL. Such Wireless Shareholders shall be entitled to receive their Dissenter Payments in accordance with the provisions of the CGCL, except that all Dissenting Shares held by Wireless Shareholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal payment for such shares of Wireless Capital Stock under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares CGCL shall thereupon be deemed to have been converted into and become exchangeable only for into, as of the Effective Time, the right to receive, as without any interest thereon, a cash amount (subject to the provisions of this Article 4 with respect to the later applicable Escrow Portion and Excess Expense Share) equal to the number of Dissenting Shares multiplied by the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredStock Price Per Share, the Merger Consideration specified in Section 2.1(a)(iii); providedSeries F Stock Price Per Share or the Series G Stock Price Per Share, as applicable, upon surrender, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as manner provided in Section 262 4.3, of the DGCLcertificate or certificates that formerly evidenced such shares of Wireless Capital Stock (or compliance with Section 4.3(c), if applicable) and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock delivery of the Company, offer to settle or settle any such demandsexecuted Transmittal Letter. All Dissenter Payments shall be paid by Wireless.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 if any stockholder of the DGCL ESS Delaware Common Stock (the each, a “Dissenting SharesStockholder”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights demand to be paid the “fair value” of its shares of ESS Delaware Common Stock (“Dissenting SharesShare”), as provided in Section 262(d)(2) of the DGCL, such Dissenting Shares shall not be converted into or exchangeable for the right to receive the Merger Consideration (except as provided in this Section 4.3) and shall entitle such Dissenting Stockholder only to be paid the “fair value” of such Dissenting Shares, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder (iia) withdraws (in accordance with Section 262(k) of the opportunity DGCL) or (b) effectively loses the right to participate in negotiations dissent and proceedings with respect to demands for appraisal receive the “fair value” of such Dissenting Shares under Section 262 of the DGCL. The Company ESS Delaware shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make any payment with respect to, or agree settle or offer to make settle, any material such demand for payment of “fair value” of Dissenting Shares prior to the Effective Time of the Merger. ESS Delaware shall give Parent prompt notice of any written demand by a Dissenting Stockholder to be paid the “fair value” of its Dissenting Shares received by ESS Delaware prior to the Effective Time of the Merger, any attempted withdrawals of such demands and any other instruments received by ESS Delaware relating to stockholders’ rights of appraisal, and Parent shall have the right to participate in all negotiations and proceedings with respect to any demands for appraisals of capital stock such demand or instrument. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the CompanyDGCL) or otherwise lost its right to dissent and receive the “fair value” of its Dissenting Shares, offer then as of the later of the Effective Time of the Merger or the occurrence of such event, the Dissenting Shares held by such Dissenting Stockholder shall be cancelled and converted into and represent solely the right to settle or settle any receive (upon the surrender of the Certificate representing such demandsshare) the Merger Consideration, without interest thereon, in accordance with Section 4.1.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held of record or beneficially owned by stockholders properly exercising appraisal rights available under Section 262 persons who have not voted such shares in favor of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders who shall have failed to perfect or shall have effectively withdrawn or lost their rights to timely delivered a written demand for appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and such shares in accordance with Section 262 of the DGCLDelaware Law are herein referred to as a "Dissenting Shares". If any such holder shall Dissenting Shares, the holders of which have failed to perfect or shall have not effectively withdrawn or lost such right (for failure to appraisaltimely file with Company a demand for appraisal of their shares or otherwise) their dissenters' rights under Section 262 ("Perfected Dissenting Shares"), such holder’s Shares shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the represent a right to receive the Merger Consideration specified in either pursuant to Section 2.1(a)(i) 2.3 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 262. Each holder of Dissenting Shares who becomes entitled to payment for such holder's Company Common Stock pursuant to the provisions of Section 262 shall receive payment therefor on a timely basis from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or 2.1(a)(iifinally determined pursuant to such provisions). The Company shall give Parent and Merger Sub ; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware Law, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment for his Shares under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock Section 262 of the CompanyDelaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, offer such holder or holders (as the case may be) shall forfeit the right to settle or settle any appraisal of such demandsShares and each such Share shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest thereon, as provided in Section 2.3 hereof.

Dissenting Shares. (i) Notwithstanding anything in this Agreement to the contrary, Shares if dissenters rights exist under the Texas Business Corporations Act (TBCA) which are applicable to the Acquisition, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time Date and which are held by stockholders properly exercising appraisal rights available under Section 262 shareholders who (A) have not voted such shares in favor of the DGCL Acquisition, (the “Dissenting Shares”B) shall not be converted into or be exchangeable have delivered, prior to any vote on the Acquisition, a written demand for the right to receive fair value of such shares in the Merger Consideration, unless manner provided in the TBCA and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment (C) as of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder Effective Time, shall have failed to perfect or shall not have effectively withdrawn or lost such right to appraisaldissenters' rights ("Dissenting Shares"), shall not be converted into or represent a right to receive the shares of Parent Series A Convertible Preferred Stock pursuant to Section 2.1 hereof, but the holders thereof shall be entitled only to such rights as are granted by the CBCA. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the TBCA shall receive payment therefore from the Parent Corporation in accordance with the TBCA; provided, however, that 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 of such shares under the TBCA, such holder’s Shares holder or holders (as the case may be) shall forfeit the right of appraisal of such shares and each such share shall thereupon be converted into deemed to have been canceled, extinguished and become exchangeable only for the right to receiveconverted, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive payment from the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice Corporation of any demands for appraisal the applicable shares of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting SharesParent Series A Convertible Preferred Stock, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands2.1 hereof.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 1.2(b)) and which are held by stockholders a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercising exercised appraisal rights available under of such shares in accordance with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or effectively withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified but instead such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holder thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL payment of the appraised value of such shares in either accordance with the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal pursuant to Section 2.1(a)(i) 262 of the DGCL or 2.1(a)(ii)if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Capital Stock shall thereupon be treated as if they had been converted into and exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with this Agreement, without interest thereon, upon surrender of such Certificate formerly representing such shares, and shall not thereafter be deemed to be Dissenting Shares. The Company shall give provide Parent and Merger Sub (i) prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock, any Shares, attempted withdrawals withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL and received by the Company relating that relates to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLsuch demand, and (ii) Parent shall have the opportunity and right to participate in and control all negotiations and proceedings with respect to such demands for appraisal under the DGCLDGCL consistent with the obligations of the Company thereunder. The Company shall not, except Except with the prior written consent of Parent which will Parent, the Company shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle settle, any such demands, or agree to do any of the foregoing. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of an equity owner of the Surviving Corporation or of a stockholder of Parent.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are issued each outstanding share of Company Capital Stock (the holder of which has not voted in favor of the Merger or consented thereto in writing and outstanding immediately prior has perfected such holder’s right to an appraisal of such holder’s shares in accordance with the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 applicable provisions of the DGCL and has not effectively withdrawn or lost such right to appraisal (the in each case, a “Dissenting SharesShare”)) shall not be converted into or represent a right to receive the applicable Acquisition Price, the Earn Out Payment, if any, or Compound Transaction Payments, if any, otherwise payable on such share pursuant to Section 2.2 (which form of consideration shall be exchangeable determined with respect to such Person in accordance with Sections 2.4 and 2.6), but rather the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL; provided, however, that any Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the Effective Time, the right to receive the Merger ConsiderationAcquisition Price applicable to such shares pursuant to Section 2.1(c) plus the Earn Out Payment, unless if any, and until Compound Transaction Payments, if any, to be paid on such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 2.2 (which form of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent consideration shall be entitled at its sole option determined with respect to convert each such share into the right to receive the Merger Consideration specified Person in either Section 2.1(a)(i) or 2.1(a)(iiaccordance with Sections 2.4 and 2.6). The Company shall give Parent and Merger Sub (ix) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the applicable provisions of the DGCL and relating to the appraisal process received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iiy) prompt notice of and the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, appraisal or settle or offer to settle or settle any such demandsdemands prior to the Effective Time.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such Shares in favor of the DGCL Merger, who shall have delivered a written demand for appraisal of such Shares in the manner provided by the Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn such demand or lost such right to appraisal and payment therefor under the Delaware Law (the “"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his or her entitlement to appraisal rights as provided in Section 262 of the Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his or her demand for appraisal of such Shares or lost his or her right to appraisal and payment for his or her Shares under Section 262 of the Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such Shares and each such Share shall be exchangeable for treated as if it had been a Non-Electing Share and had been converted, as of the Effective Time, into a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under without interest thereon, from the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, Surviving Corporation as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.2.02

Dissenting Shares. Notwithstanding anything in (a) For purposes of this Agreement to the contraryAgreement, "DISSENTING SHARES" means PictureWorks Shares that are issued and outstanding immediately prior to held as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a PictureWorks Stockholder who has not voted such PictureWorks Shares in favor of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive adoption of this Agreement and the Merger Consideration, unless and until such holders with respect to which appraisal shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by been duly demanded and perfected in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have DGCL and not effectively withdrawn or lost such forfeited prior to the Effective Time. Notwithstanding Section 1.7 above, Dissenting Shares shall not be converted into or represent the right to receive iPIX Shares, unless such PictureWorks Stockholder shall have forfeited his or her right to appraisal under the DGCL or properly withdrawn his, her or its demand for appraisal. If such PictureWorks Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder’s 's Dissenting Shares shall thereupon cease to be Dissenting Shares and shall be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified iPIX Shares issuable in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals respect of such demands and any other instruments served PictureWorks Shares pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, 1.7 and (ii) promptly following the opportunity occurrence of such event, iPIX shall deliver to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock PictureWorks Stockholder a certificate representing 92.5% of the Company, offer iPIX Shares to settle or settle any which such demandsholder is entitled pursuant to Section 1.7 (which shares shall be considered Initial Shares for all purposes of this Agreement) and shall deliver to the Escrow Agent a certificate representing the remaining 7.5% of the iPIX Shares to which such holder is entitled pursuant to Section 1.7 (which shares shall be considered Escrow Shares for all purposes of this Agreement) rounded in the manner specified in Section 1.7(f).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares in favor of the DGCL Merger, who shall have delivered a written demand for appraisal of such shares in the manner provided by the Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn such demand or lost such right to appraisal and payment therefor under the Delaware Law (the “"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his or her entitlement to appraisal rights as provided in Section 262 of the Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his or her demand for appraisal of such shares or lost his or her right to appraisal and payment for his or her shares under Section 262 of the Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the Delaware Law, such holder shall forfeit the right to appraisal of such shares and each such share shall be exchangeable for treated as if it had been, as of the Effective Time, converted into a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under without interest thereon, from the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, Surviving Corporation as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified provided in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)2.02 hereof. The Company shall give Parent and Merger Sub (i) prompt written notice as promptly as practicable of ---- any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 of the DGCLshares, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior with respect to the Effective Time and which are each share of Company Common Stock held by stockholders a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercising exercised appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have DGCL and has not effectively withdrawn or lost its rights to appraisal (each such right to appraisalshare, a “Dissenting Share”), if any, such holder’s Dissenting Shares shall thereupon not be converted into a right to receive any portion of the Merger Consideration pursuant to Section 3.01 and become exchangeable only 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 shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (a) if 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 receivedissent or its right for appraisal of such Dissenting Shares, (b) if any holder of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (c) if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the later of DGCL, such holder or holders (as the Effective Time and case may be) shall forfeit the time that such right to appraisal of such shares of Company Common Stock under Section 262 of the DGCL, and such shares of Company Common Stock shall have been irrevocably lostthereupon cease to constitute Dissenting Shares, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in and each such circumstanceshare of Company Common Stock shall, to the fullest extent permitted by Applicable Law, that Parent shall thereafter be entitled at its sole option deemed to convert each such share have been automatically converted into and to have become, as of the Effective Time, the right to receive receive, without interest thereon, the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Consideration. The Company shall will give Parent and Merger Sub (i) prompt written notice of any all written demands received by the Company for appraisal of any Sharesshares of Company Common Stock, withdrawals or attempted withdrawals of such demands and any other instruments instruments, notices or demands served pursuant to the DGCL and received by the Company relating pursuant to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL. Prior to the Effective Time, and (ii) the opportunity Company shall not, without the prior written consent of Parent, make any payment with respect to, 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 in, control and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued with respect to each share of Burlington Common Stock as to which the holder thereof has neither voted in favor of the Merger nor consented thereto in writing and outstanding immediately prior to who shall have delivered a written demand for appraisal of such shares in the manner provided by the DGCL and who, as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights such right to appraisal under (each, a "DISSENTING SHARE"), if any, such share will not be converted into, or represent the DGCLright to receive, the Merger Consideration. Holders of Dissenting Shares Such holder shall be entitled to payment payment, solely from the Surviving Corporation, of the appraised appraisal value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section the provisions of section 262 of the DGCL. If ; PROVIDED, HOWEVER, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his shares of Burlington Common Stock under section 262 of DGCL, (ii) if any holder of Dissenting Shares shall have failed to perfect establish his entitlement to appraisal rights as provided in section 262 of the DGCL or shall have effectively withdrawn (iii) if any holder of Dissenting Shares takes or lost fails to take any action the consequence of which is that such right holder is not entitled to appraisalpayment for his shares under the DGCL, such holder’s Shares holder or holders (as the case may be) shall thereupon be converted into and become exchangeable only for forfeit the right to receive, as appraisal of the later such shares of the Effective Time Burlington Common Stock and the time that such right Burlington Common Stock shall thereupon cease to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)constitute Dissenting Shares. The Company Burlington shall give Parent and Merger Sub (i) ConocoPhillips prompt written notice of any demands received by Burlington for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLBurlington Common Stock, and (ii) ConocoPhillips shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Burlington shall not settle, make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsConocoPhillips.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) AirTouch Common Shares that (unless no Cash Consideration is paid hereunder) and shares of Class D Preferred Shares and Class E Preferred Shares which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares in favor of the Merger, who shall have delivered a written demand for appraisal of such shares in the manner provided by the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, appraisal ("DISSENTING SHARES") shall be entitled to such holder’s Shares shall thereupon be converted into and become exchangeable rights (but only for the right to receive, such rights) as are granted by Section 262 of the later DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the Effective Time and DGCL shall receive payment therefor from the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, Surviving Corporation in accordance with the Merger Consideration specified in Section 2.1(a)(iii)DGCL; provided, in such circumstance, to the fullest extent permitted by Lawhowever, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, and (ii) if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment for his Shares under Section 262 of DGCL or (iii) if neither any holder of Dissenting Shares nor the opportunity Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to participate appraisal of such Dissenting Shares and each such Dissenting Share shall, in the case of AirTouch Common Shares, be converted and exchanged pursuant to Section 1.3.2., or in the case of Class D or Class E Preferred Shares, remain outstanding in accordance with Sections 1.3.6.3.2.4. and 1.3.6.3.2.5., respectively. AirTouch shall give Vodafone prompt notice of any demands received by AirTouch for appraisal of AirTouch Common Shares, shares of Class D Preferred Shares and Class E Preferred Shares and Vodafone shall have the right to conduct all negotiations and proceedings with respect to demands for appraisal under such demands. (b) Any and all amounts paid by AirTouch to holders of Dissenting Shares shall be paid by AirTouch solely out of its own cash on hand or out of its own borrowings. In no event shall Vodafone or its Affiliates (as defined in Section 2.1.1.) provide directly or indirectly any funds to AirTouch in respect of payments of holders of Dissenting Shares or the DGCL. The Company shall not, except with the prior written consent repayment of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.borrowings. ARTICLE II

Dissenting Shares. Notwithstanding anything in this Agreement agreement to the contrary, no Outstanding Shares that are issued and outstanding immediately prior to the Effective Time and holder of which are held by stockholders properly exercising appraisal rights available under Section 262 has complied with the provisions of sections 5.11 through 5.14 of the DGCL TBCL as to dissenter’s rights (the “Dissenting Shares”) shall not be deemed converted into or be exchangeable for and to represent the right to receive the Merger Consideration, unless and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall Shares, if any, will be entitled to payment payment, solely from the Surviving Corporation, of the appraised value of the such Dissenting Shares held by them Shares, to the extent permitted by and in accordance with Section 262 the provisions of sections 5.11 through 5.14 of the DGCL. If TBCL; provided, however, that (a) if any holder of Dissenting Shares shall, under the circumstances permitted by the TBCL, subsequently deliver a written withdrawal of that holder’s demand for appraisal of such Dissenting Shares, or (b) if any holder fails to establish that holder’s entitlement to rights to payment as provided in the TCBL, or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in the TBCL, such holder or holders shall have failed to perfect or shall have effectively withdrawn or lost forfeit such right to appraisalpayment for such Dissenting Shares pursuant to the TBCL, and each such holder’s Shares shall Share will not be considered a Dissenting Share but will thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Consideration. The Company shall give the Representative (as defined in Article 10) and the Parent and Merger Sub (ix) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to shareholders’ rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, appraisal and (iiy) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsTBCL.

Dissenting Shares. Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent appraisal rights are available to stockholders of FDB or BIF pursuant to the Delaware Code, Shares that are issued any shares of FDB Common Stock or BIF Common Stock held by a Person who objects to the Merger, whose shares either were not entitled to vote or were not voted in favor of the Merger and outstanding immediately who complies with all of the provisions of the Delaware Code concerning the rights of such Person to dissent from the Merger and to require appraisal of such Person's shares and who has not withdrawn such objection or waived such rights prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of (collectively with respect to all such FDB or BIF stockholders, the DGCL (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for pursuant to Section 3.2(a) but shall become the right to receive Page 13 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - such consideration as may be determined to be due to the Merger Considerationholder of such Dissenting Shares pursuant to the Delaware Code, unless and until such including, if applicable, any costs determined to be payable by either FDB or BIF to its respective holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares pursuant to an order of the Delaware Court of Chancery in accordance with the Delaware Code; provided, however, that each Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the Delaware Code shall be entitled deemed to payment be converted, as of the appraised value Effective Time, into the number of the Dissenting Shares held by them to the extent permitted by and shares of Newco Common Stock as is determined in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii3.2(a); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued (a) contemporaneously with the Closing, the Company shall notify all its Stockholders who have not voted in favor of the Merger or consented thereto in writing prior to the Effective Time, of their appraisal rights under Section 262 of the DGCL, and (b) shares of Capital Stock (other than any such shares to be canceled pursuant to Section 2.6.2) outstanding immediately prior to the Effective Time and which are held by stockholders a Stockholder who has not voted in favor of the Merger or consented thereto in writing and who properly exercising demands appraisal for such shares in accordance with Section 262 of the DGCL, if such Section provides for appraisal rights available for such shares in the Merger (any of such shares, “Dissenting Shares”), within 20 days (the “Final Dissent Date”) of receiving such written notice of appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”) DGCL, shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration, Consideration unless and until such holders shall have failed Stockholder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such Stockholder’s right to appraisal and payment under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If If, after the Effective Time, any such holder shall have failed Stockholder fails to perfect or shall have effectively withdrawn withdraws or lost loses such Stockholder’s right to appraisalappraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such Stockholder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s Dissenting Shares shall thereupon be treated as if they had been converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the portion of the Merger Consideration specified in either Section 2.1(a)(iConsideration, if any, to which such Stockholder is entitled, without interest thereon. As soon as practicable following the Final Dissent Date, if after the Closing Date, the Purchaser shall cause the Surviving Corporation to give the Sellers’ Representative (a) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) reasonably prompt written notice of any demands received by the Surviving Corporation for appraisal of Capital Stock pursuant to the DGCL, any Shares, attempted withdrawals withdrawal of any such demands demand and any other instruments served pursuant demand, notice or instrument delivered to the DGCL and received by Surviving Corporation prior to the Company relating Final Dissent Date that relates to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLsuch demand, and (iib) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent the Purchaser and the Sellers’ Representative, which consent will not be unreasonably withheld or delayed, voluntarily make or agree to the Company shall not make any material payment with respect to, or settle or offer to settle, any such demands after Closing, provided if the Surviving Corporation is solely responsible for appraisals of capital stock such settlement payments and Purchaser waives in writing any rights against Sellers it may have under this Agreement in connection with such payment other than Purchaser’s rights under the Escrow Documents, the consent of the Company, offer to settle or settle any such demandsSellers’ Representative will not be necessary.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares that shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares of Common Stock in favor of the DGCL (Merger, who shall have delivered a written demand for appraisal of such shares of Common Stock in the “Dissenting Shares”) manner provided by Delaware Law and who, as of the Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the a right to receive the Merger Consideration specified Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares of Common Stock pursuant to Section 262 of Delaware Law shall receive payment therefor from the Surviving Corporation in either accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 2.1(a)(i262 of Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or 2.1(a)(ii)lost his right to appraisal and payment for his shares of Common Stock under Section 262 of Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder shall forfeit the right to appraisal of such shares of Common Stock and each such share of Common Stock shall be treated as if it had been converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from Parent as provided in Section 2.02 hereof. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 shares of the DGCLCommon Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Any Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receivewhich, as of the later of Effective Time, the Effective Time and the time that such holder thereof has not withdrawn or otherwise lost any right to appraisal such appraisal, shall have been irrevocably lost, withdrawn or expired, not be entitled to receive the Merger Consideration specified consideration set forth in Section 2.1(a)(iii); provided3.1.4, in such circumstanceas applicable, to the fullest extent permitted by Law, that Parent but instead shall be entitled at its sole option to convert each such share converted into the right to receive such amount as may be determined to be due with respect to such Dissenting Shares pursuant to Section 1222 of the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)Banking Code and applicable provisions of the BCL. The Company Old Forge shall give Parent and Merger Sub Penseco (i) prompt written notice of any written notice or demands for appraisal of any Sharesshares of Old Forge Common Stock, attempted written withdrawals or modifications of such demands demands, and any other instruments served pursuant to the DGCL Section 1222 of the Banking Code and the applicable provisions of the BCL and received by the Company relating Old Forge which relate to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLany such demand for appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect which take place prior to demands for appraisal under the DGCLClosing. The Company shall notOld Forge agrees that, except with the prior written consent of Parent which Penseco, it will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any claim, demand or other obligation it may have with respect to any Dissenting Shares. Each Dissenting Holder who, pursuant to the provisions of Section 1222 of the Banking Code and the applicable provisions of the BCL, becomes entitled to payment of the fair value for any Dissenting Shares, shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to the provisions of Section 1222 of the Banking Code and the applicable provisions of the BCL) and thereupon such demandsDissenting Shares shall be canceled and retired, and shall cease to exist. If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares for any reason, including because the Dissenting Holder withdraws, fails to perfect or otherwise loses the right to appraisal, then Penseco shall pay (or cause the Surviving Corporation to pay) the consideration, without interest, which such Dissenting Holder would have been entitled to receive pursuant to Section 3.1.4, assuming such shares were not Dissenting Shares at the Effective Time.

Dissenting Shares. (A) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and any shares of Company Capital Stock outstanding immediately prior to the Effective Time eligible under Chapter 13 of the CCC (“Chapter 13”) to exercise appraisal rights and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted in favor of the DGCL Merger or consented thereto in writing and who is entitled to demand, and properly demands, appraisal of such shares pursuant to Chapter 13, and complies in all respects with the provisions of Chapter 13 and has not effectively withdrawn or lost the right to demand relief as a dissenting shareholder under the CCC as of the Effective Time (collectively, the “Dissenting Shares”) shall not be converted into or be exchangeable for represent the right to receive Merger Consideration pursuant to Section 2.1(b)(i), and the Merger Considerationholder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Chapter 13. Notwithstanding the provisions of this Section 2.1(b)(iv), unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders if any holder of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for otherwise) the right to receiveappraisal under Chapter 13, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Chapter 13, then, as of the later of the Effective Time and the time that occurrence of such right to appraisal event, such holder’s shares shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall automatically be entitled at its sole option to convert each such share converted into and represent only the right to receive the applicable portion of the Merger Consideration specified payable or otherwise deliverable in either respect of such shares pursuant to Section 2.1(a)(i) or 2.1(a)(ii2.1(b)(i), without interest, upon surrender of the certificate representing such shares. The Company shall give Parent and Merger Sub Any (i) prompt written notice payment or payments in respect of any demands for appraisal Dissenting Shares in excess of any Shares, attempted withdrawals the portion of the Merger Consideration that otherwise would have been payable or deliverable in respect of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided shares in accordance with Section 262 of the DGCL, and 2.1(b)(i) or (ii) the opportunity to participate in negotiations Damages (including attorneys’ and proceedings with respect to demands for appraisal under the DGCL. The Company shall notconsultants’ fees, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle costs and expenses and including any such demandsfees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares are, collectively are referred to herein as “Dissenting Share Payments.”

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising a Company stockholder who (A) has not voted such shares in favor of the Merger; (B) shall have delivered a written demand for appraisal of such shares in the manner provided for in Section 262 of the DGCL; and (C) shall not have effectively withdrawn or lost such right to appraisal as of the Effective Time (the "Dissenting Shares"), shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (1) if any such holder of Dissenting Shares shall have failed to establish such holder's entitlement to appraisal rights available as provided in Section 262 of the DGCL; (2) if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his Dissenting Shares under Section 262 of the DGCL DGCL; or (3) if neither any holder of Dissenting Shares nor the “Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such Dissenting Shares”) , and each such Dissenting Share shall not be deemed to have been converted into or be exchangeable for into, as of the Effective Time, the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If without any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalinterest thereon, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); providedupon surrender, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as manner provided in Section 262 2.7 of this Agreement, of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld Certificate or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any Certificates that formerly evidenced such demandsshares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued shares of CBH Common Stock and outstanding immediately prior to the Effective Time and which are CBH Preferred Stock held by stockholders properly exercising holders thereof who are entitled to vote on the Merger and who have not voted such shares in favor of the adoption of this Agreement and the Merger and with respect to which appraisal rights available under shall have been properly exercised and perfected in accordance with Section 262 of the DGCL (the “"Dissenting Shares”) "), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent the right to receive the Merger Consideration specified in either which the holders of CBH Common Stock and CBH Preferred Stock are entitled to receive pursuant to Sections 2.1 through 2.3 above, and holders of such Dissenting Shares shall be entitled to receive only the payment provided for by Section 2.1(a)(i) 262 of the DGCL unless and until such holders fail to perfect or 2.1(a)(ii)effectively withdraw or otherwise lose their rights to demand payment under the DGCL. The If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be deemed to be "Non-Electing Company Shares." CBH shall give Parent and Merger Sub NeoStem (i) prompt written notice of any demands for appraisal payment for Dissenting Shares pursuant to Section 262 of any Sharesthe DGCL received by CBH, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, CBH and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under payment pursuant to Section 262 of the DGCL. The Company CBH shall not, except with the prior written consent of Parent which will not be unreasonably withheld NeoStem or delayedas otherwise required by Applicable Law, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, payment or offer to settle or settle any such demands. Notwithstanding anything in this Agreement to the contrary, NeoStem, at the election of its Board of Directors (or a committee thereof), in its sole discretion, may terminate and abandon this Agreement at any time prior to the Closing if the Dissenting Shares represent more than five (5%) of the shares of CBH Common Stock or CBH Preferred Stock held by holders thereof who are entitled to vote on the Merger.

Dissenting Shares. Notwithstanding anything Anything to the contrary in this Agreement to the contrary----------------- notwithstanding, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 shareholders who have not voted such Shares in favor of the DGCL Merger and who (the “Dissenting Shares”a) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment and shall have validly exercised rights of appraisal in the manner provided in Chapter 13 of the appraised value California General Corporation Law (the "CGCL") (the "Dissenters' Rights Provisions") and (b) as of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder Effective Time, shall have failed to perfect or shall not have effectively withdrawn or lost such right to appraisalappraisal ("Dissenting Shares"), shall not be converted into or represent a right to receive shares of the Surviving Corporation pursuant to Section 6(a) hereof, but the holders thereof shall be entitled only to such holder’s rights as are granted by the Dissenters' Rights Provisions. Each holder of Dissenting Shares who become entitled to payment for such Shares pursuant to the Dissenters' Rights Provisions shall receive payment therefor from the Surviving Corporation in accordance therewith; provided, however, that if (i) any such Dissenting Shares shall not become "dissenting shares" pursuant to Section 1300(b) of the CGCL, (ii) any such Dissenting Shares shall lose their status as "dissenting shares" pursuant to Section 1309 thereof, or (iii) any holder of Dissenting Shares shall have lost its status as a "dissenting shareholder" pursuant to such Section 1309, then the right to appraisal with respect to such Shares shall be lost and each such Share shall thereupon be converted into and become exchangeable only for the right deemed to receivehave been converted, as of the later of the Effective Time Time, into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into thereupon represent only the right to receive payment from the Surviving Corporation of the Merger Consideration specified in either Section 2.1(a)(i) Consideration, without interest or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Sharesdividend thereon, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands6 hereof.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued with respect to each share of Burlington Common Stock as to which the holder thereof has neither voted in favor of the Merger nor consented thereto in writing and outstanding immediately prior to who shall have delivered a written demand for appraisal of such shares in the manner provided by the DGCL and who, as of the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights such right to appraisal under (each, a "Dissenting Share"), if any, such share will not be converted into, or represent the DGCLright to receive, the Merger Consideration. Holders of Dissenting Shares Such holder shall be entitled to payment payment, solely from the Surviving Corporation, of the appraised appraisal value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section the provisions of section 262 of the DGCL. If ; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his shares of Burlington Common Stock under section 262 of DGCL, (ii) if any holder of Dissenting Shares shall have failed to perfect establish his entitlement to appraisal rights as provided in section 262 of the DGCL or shall have effectively withdrawn (iii) if any holder of Dissenting Shares takes or lost fails to take any action the consequence of which is that such right holder is not entitled to appraisalpayment for his shares under the DGCL, such holder’s Shares holder or holders (as the case may be) shall thereupon be converted into and become exchangeable only for forfeit the right to receive, as appraisal of the later such shares of the Effective Time Burlington Common Stock and the time that such right Burlington Common Stock shall thereupon cease to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)constitute Dissenting Shares. The Company Burlington shall give Parent and Merger Sub (i) ConocoPhillips prompt written notice of any demands received by Burlington for appraisal of any Shares, attempted withdrawals shares of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCLBurlington Common Stock, and (ii) ConocoPhillips shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Burlington shall not settle, make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsConocoPhillips.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares if Section 262 of the DGCL shall be applicable to the Merger, shares of Company Common Stock or Series A Preferred Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising who have not voted such shares in favor of the Merger, who shall have delivered, prior to any vote on the Merger, a written demand to the Company for the appraisal rights available under of such shares in the manner provided in Section 262 of the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares dissenters' rights ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn Escrow Units or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the represent a right to receive the Merger Consideration specified pursuant to Section 2.01 hereof and an escrow agreement to be executed by the parties to this agreement on or before the Earn Out Date (the "Escrow Agreement"), but the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company accordance with the DGCL; provided, however, that if any such holder of Dissenting Shares shall give Parent and Merger Sub (i) prompt written notice of any demands have effectively withdrawn such holder's demand for appraisal of any Shares, attempted withdrawals such shares or lost such holder's right to appraisal and payment of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in shares under Section 262 of the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and (ii) the opportunity each such share shall thereupon be deemed to participate in negotiations have been canceled, extinguished and proceedings with respect to demands for appraisal under the DGCL. The Company shall notconverted, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the CompanyEffective Time, offer into Escrow Units and represent the right to settle or settle any such demandsreceive payment of the Merger Consideration, as provided in Section 2.01 hereof and the Escrow Agreement.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are shares of Aviza Stock, if any, issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising a holder who has not voted in favor of the Aviza Merger and who has delivered a written demand for appraisal rights available under of such shares in accordance with Section 262 of the DGCL (the a “Dissenting SharesStockholder”) shall not be converted into or be exchangeable for the right to receive shares of New Athletics Common Stock as provided in Section 2.1 hereof at or after the Merger ConsiderationEffective Time, unless and until such holders shall have failed holder fails to perfect or shall have effectively withdrawn withdraws or lost their rights otherwise loses such holder’s right to appraisal under the DGCL. Holders of A Dissenting Shares shall be entitled to Stockholder may receive payment of the appraised fair value of the Dissenting Shares shares of Aviza Stock issued and outstanding immediately prior to the Effective Time and held by them to the extent permitted by and such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of the DGCL, provided that such Dissenting Stockholder complies with Section 262 of the DGCL. If At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any such holder shall have failed Dissenting Stockholder fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses such Dissenting Stockholder’s right to appraisal, such holderDissenting Stockholder’s Dissenting Shares shall thereupon be converted into and become exchangeable only for the right to receivetreated as if they had been converted, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified shares of New Athletics Common Stock as provided in either Section 2.1(a)(i) or 2.1(a)(ii)2.1. The Company Aviza shall give Parent and Merger Sub Trikon (i) prompt written notice of any demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to under the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity to participate in negotiations and all negotiations, proceedings or settlements with respect to demands for appraisal under the DGCL. The Company Aviza shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyappraisal and shall not, except with Trikon’s prior written consent, settle or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, Shares that shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares of Common Stock in favor of the DGCL (Merger, who shall have delivered a written demand for appraisal of such shares of Common Stock in the “Dissenting Shares”) manner provided by Delaware Law and who, as of the Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("DISSENTING SHARES") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the a right to receive the Merger Consideration specified Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares of Common Stock pursuant to Section 262 of Delaware Law shall receive payment therefor from the Surviving Corporation in either accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 2.1(a)(i262 of Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or 2.1(a)(ii)lost his right to appraisal and payment for his shares of Common Stock under Section 262 of Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder shall forfeit the right to appraisal of such shares of Common Stock and each such share of Common Stock shall be treated as if it had been converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from Parent as provided in Section 2.02 hereof. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 shares of the DGCLCommon Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in the foregoing provisions of this Agreement to Article III, the contrary, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive any portion of the Final Merger Consideration, unless Consideration and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, establish such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands 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 Share, as applicable, immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Final Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Pre-Closing Holder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. The Company shall not, except with Without the prior written consent of Parent Buyer (which will shall not be unreasonably withheld withheld, conditioned or delayed), the Company shall not voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals of capital stock payment. From and after the Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the CompanyDGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time). Notwithstanding anything herein to the contrary, offer any payments required to settle be made to holders of Dissenting Shares pursuant to this Section 3.8 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or settle indirectly, by Buyer (or any such demandsof its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything the foregoing provisions of this Article III, the Dissenting Shares shall not be converted into a right to receive any portion of the Final Merger Consideration 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 shares pursuant to Section 262 of the DGCL or the CGCL, as applicable, shall receive payment therefor from the Surviving Corporation in this Agreement accordance with the DGCL or CGCL, as applicable; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal or dissenters’ rights as provided in Section 262 of the contraryDGCL or the CGCL, or (ii) if any such holder of Dissenting Shares that are issued shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and outstanding payment for such holder’s shares under Section 262 of the DGCL or the CGCL, 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 Common Share or Preferred Share, as applicable, immediately prior to the Effective Time and which are held converted, as of the Effective Time, into a right to receive from the Surviving Corporation the portion of the Final Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, without any interest thereon (and such holder shall be treated as a Pre-Closing Holder). The Company will give Buyer prompt notice of all notices received by stockholders properly exercising appraisal rights available under the Company pursuant to Section 262 of the DGCL (or the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless CGCL and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with Without the prior written consent of Parent which will Buyer, the Company shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder who has properly exercised and perfected appraisal or dissenters’ rights pursuant to Section 262 of the DGCL or the CGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time). Any communication to be made by the Company to any demands for appraisals of capital stock of stockholder with respect to Dissenting Shares shall be submitted to Buyer in advance and shall not be presented to any stockholder prior to the Company, offer to settle or settle any such demandsCompany receiving Buyer’s prior written consent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, (a) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under Section 262 a Company Stockholder who (i) has not voted such shares in favor of the Merger, (ii) shall have delivered a written demand for appraisal of such shares in the manner provided for in the DGCL and (the “Dissenting Shares”iii) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, appraisal as of the later of the Effective Time and (the time that "DISSENTING SHARES"), shall be entitled to such right rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to appraisal payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall have been irrevocably lost, withdrawn or expired, receive payment therefor from the Merger Consideration specified Surviving Corporation in Section 2.1(a)(iii)accordance with the DGCL; provided, in such circumstance, to the fullest extent permitted by Lawhowever, that Parent shall be entitled at its sole option to convert each (A) if any such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish such holder's entitlement to appraisal rights as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in negotiations and proceedings with respect to demands if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his Dissenting Shares under Section 262 of the DGCL or (C) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL. The Company , such holder shall notforfeit the right to appraisal of such Dissenting Shares, except with and the prior written consent holder of Parent which will not each such Dissenting Share shall be unreasonably withheld or delayeddeemed to have been converted into, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock as of the CompanyEffective Time, offer the right to settle receive the Merger Consideration pursuant to Section 2.1 hereof, without any interest thereon, upon surrender, in the manner provided in Section 2.2 hereof, of the Certificate or settle any Certificates that formerly evidenced such demandsshares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary but only to the extent required by the CCC, Shares that are issued and each share of Island Capital Stock outstanding immediately prior to the Effective Time and which are held by stockholders a Stockholder who has (i) properly exercising appraisal demanded that the Company purchase such shares of Island Capital Stock for fair market value in accordance with, and otherwise complied with and perfected such holder’s rights available under Section 262 under, the provisions of Chapter 13 of the DGCL CCC, and (ii) not effectively withdrawn or lost such holder’s rights to demand purchase for such shares of Island Capital Stock for fair market value pursuant to Chapter 13 of the CCC (such shares, “Dissenting Shares”) shall not be converted into or be exchangeable for the right pursuant to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share 2(f)(i) through (iii) into the right to receive the applicable Per Share Merger Consideration specified (it being understood and acknowledged that (A) at the Effective Time, such Dissenting 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 the fair market value of such Dissenting Shares as determined in either accordance with Chapter 13 of the CCC, and (B) the Company shall be entitled to retain or receive all of the applicable Per Share Merger Consideration to which each such Dissenting Share would have been entitled pursuant to Section 2.1(a)(i2(f)(i) through (iii) had such shares of Island Capital Stock not been Dissenting Shares), unless such holder fails to perfect or 2.1(a)(iiotherwise effectively withdraws or loses such holder’s right to receive payment of the fair value of such Dissenting Shares. If, after the Effective Time, such holder fails to perfect or loses its right to demand or receive such payment, any such share of Island Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive, subject to the Stockholder’s delivery of a Letter of Transmittal in accordance with Section 2(h), the applicable Per Share Merger Consideration, without interest thereon, pursuant to Section 2(f)(i) through (iii). The Company Island shall give Parent and Merger Sub (i) the Company prompt written notice of any demands received by Island for appraisal payment of any Shares, attempted withdrawals shares of such demands and any other instruments served Island Capital Stock pursuant to Chapter 13 of the DGCL CCC, and received by the Company relating shall have the right to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent which will the Company, Island shall not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or offer to settle or settle settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the ----------------- contrary, the Shares that are issued and outstanding immediately prior to the Effective Time and which that are held by stockholders properly exercising appraisal rights available under who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 262 of the DGCL (the “"Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders Holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares ; and any such stockholder shall be entitled to payment of the appraised value have only such rights in respect of the Dissenting Shares held owned by them to the extent permitted as are provided by and in accordance with Section 262 of the DGCL. If any such holder Holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalright, such holder’s Holder's Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable only for the right to receiveexchangeable, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lostTime, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into for the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of without any demands for appraisal of any Sharesinterest thereon, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by terms of Section 2.6. Prior to the Effective Time, the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall will not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedthe Buyer, voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands for appraisals of capital stock of claim made by the stockholders owning the Dissenting Shares. At the Effective Time, if any Shares are entitled to become Dissenting Shares, the Company will withhold and place into an escrow account with Xxxxxxxx, Xxxxxxx & Xxxxxxx, pursuant to an Escrow Agreement to be in form reasonably satisfactory to Buyer and the Company, offer an amount equal to settle or settle $500,000, which funds shall be used to pay any costs and expenses associated with any Dissenting Shares claim. At such demandstime as all Dissenting Shares claims, if any, are resolved, the funds remaining in such escrow account shall be paid to the holders of Obligations that would have been satisfied by such funds at the Effective Time.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior with respect to each share of Company Common Stock as to which the Effective Time and which are held by stockholders holder thereof shall have (i) not voted in favor of the Merger, (ii) properly exercising complied with the provisions of Section 262 of the DGCL as to demand appraisal rights available and (iii) not effectively withdrawn or lost its rights to appraisal (each, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (x) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws or loses (through failure to perfect or otherwise) the right to appraisal of such Dissenting Shares, (y) if any holder of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (z) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for his, her or its shares under Section 262 of the DGCL DGCL, such shares of Company Common Stock held by such holder or holders (as the “case may be) shall thereupon cease to constitute Dissenting Shares”) shall not , and each such share of Company Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into or be exchangeable for and to have become, as of the Effective Time, the right to receive receive, without interest thereon, the Merger Consideration, unless and until such holders shall have failed . The Company will give Parent reasonable notice of all written notices received by the Company pursuant to perfect or shall have effectively withdrawn or lost their rights to appraisal under Section 262 of the DGCL. Holders Without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no holder of Dissenting Shares shall be entitled to vote his, her or its Dissenting Shares for any purpose or receive payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect dividends or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings distributions with respect to demands for appraisal under his, her or its Dissenting Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsEffective Time).

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior no Share, the holder of which has properly complied with the provisions of Section 623 of the NYBCL as to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “a "Dissenting Shares”) shall not Share"), will be deemed to be converted into or be exchangeable for and to represent the right to receive the Merger Consideration, unless Consideration hereunder and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall Shares, if any, will be entitled to payment payment, solely from the Surviving Corporation, of the appraised value of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 623 of the DGCL. If NYBCL; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by the NYBCL, subsequently delivers a written withdrawal of his or her demand for appraisal of such Dissenting Shares, (ii) if any such holder shall have failed fails to perfect establish his or shall have effectively withdrawn her entitlement to rights to payment as provided in such Section 623, or lost (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has instituted a proceeding to determine the rights of holders of Dissenting Shares and to fix the fair value of Dissenting Shares in any of the circumstances described in subparagraph (h) of Section 623 within the time provided in such Section 623, such holder will forfeit such right to appraisal, payment for such holder’s Dissenting Shares shall thereupon be converted into and become exchangeable only for the right pursuant to receivesuch Section 623 and, as of the later of the Effective Time or the occurrence of such event, such holder's Certificate formerly representing shares of Company Common Stock will automatically be converted into and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into represent only the right to receive the Merger Consideration specified in either pursuant to Section 2.1(a)(i) 3.01 hereof, without any interest thereon, upon surrender of the Certificate or 2.1(a)(ii)Certificates formerly representing such shares of Company Common Stock. The Company shall will give Parent and Merger Sub (iA) prompt written notice of any written demands for appraisal of any Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Sharesappraisal, as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall notNYBCL, except with and (C) the prior written consent right to approve any settlement of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsdemand in Parent's sole discretion.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.5 and Section 2.10 hereof, Shares that are each share of Company Stock issued and outstanding immediately prior to the Effective Time and which are held by stockholders who shall have properly exercising exercised their appraisal rights available with respect thereto under Section 262 of the DGCL (such shares of capital stock, collectively, the “Dissenting Shares”) shall not not, at the Effective Time, be converted into the right to receive the Merger Consideration pursuant to the Merger, but in lieu thereof, shall be converted into the right to receive payment of the consideration as may be due to the holders of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, that each Dissenting Share held by a stockholder who either (i) shall thereafter withdraw his, her or its demand for payment of fair value with the consent of the Buyer or (ii) shall fail to perfect his, her or its right to such payment as provided in the DGCL, shall be exchangeable for deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, unless and until in the form such holders shall holder otherwise would have failed been entitled to perfect or shall have effectively withdrawn or lost receive as a result of the Merger. If, after the Effective Time, any stockholder of Company Stock properly exercises their appraisal rights to appraisal under the DGCL. Holders DGCL with respect to any Company Stock such shares of Dissenting Shares Company Stock shall not be entitled to receive the Merger Consideration pursuant to the Merger but in lieu thereof, shall be converted into the right to receive payment of the appraised value consideration as may be due to the holders of the such Dissenting Shares held by them to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL. If any such holder ; provided, that each Dissenting Share held by a stockholder who either (i) shall have failed thereafter withdraw his, her or its demand for payment of fair value with the consent of the Buyer or (ii) shall fail to perfect his, her or shall have effectively withdrawn or lost such its right to appraisalsuch payment as provided in the DGCL, such holder’s Shares shall thereupon be deemed to be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified Consideration, in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of the form such demands and any other instruments served pursuant holder otherwise would have been entitled to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, receive as provided in Section 262 a result of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsMerger.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a Stockholder who (a) has not voted such shares in favor of the DGCL Merger, (the “Dissenting Shares”b) shall not be converted into or be exchangeable have delivered a timely written demand for appraisal of such shares in the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and manner provided for in accordance with Section 262 of the DGCL. If any such holder , and (c) shall have failed to perfect or shall not have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, appraisal as of the later of the Effective Time and the time that (such right to appraisal shall have been irrevocably lost, withdrawn or expiredshares, the Merger Consideration specified "Dissenting Shares"), shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall, subject to the terms of this Agreement, receive payment therefor from the Surviving Corporation in Section 2.1(a)(iii)accordance with the DGCL; provided, in such circumstance, to the fullest extent permitted by Lawhowever, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares shall have failed to establish such holder's entitlement to appraisal rights as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands if any holder of Dissenting Shares shall have effectively withdrawn its demand for appraisal of such Dissenting Shares or lost its right to appraisal and payment for its Dissenting Shares under Section 262 of the DGCL. The Company shall not, except with the prior written consent or (iii) if no holder of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock Dissenting Shares has filed a petition demanding a determination of the Companyvalue of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL, offer to settle or settle any such demands.then

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, Shares that are issued and outstanding immediately prior no Share, the holder of which has properly complied with the provisions of Subchapter D of Chapter 15 of the PBCL as to the Effective Time and which are held by stockholders properly exercising appraisal rights available under (including without limitation any Share the holder of which has given notice of his or her intention to demand that such holder be paid the fair value of such Shares as provided in Section 262 1575 of Subchapter D of Chapter 15 of the DGCL PBCL) (the “a "Dissenting Shares”) shall not Share"), will be deemed to be converted into or be exchangeable for and to represent the right to receive the Merger Consideration, unless Consideration hereunder and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall Shares, if any, will be entitled to payment payment, solely from the Surviving Corporation, of the appraised value of the such Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 the provisions of Subchapter D of Chapter 15 of the DGCL. If PBCL; provided, however, that (i) if any such holder shall have failed fails to perfect -------- ------- establish his or shall have effectively withdrawn her entitlement to rights to payment as provided in such Subchapter or lost (ii) if neither the holder of Dissenting Shares nor the Surviving Corporation has instituted a proceeding to determine the rights of holders of Dissenting Shares and to fix the fair value of Dissenting Shares in any of the circumstances described in Section 1579 of Subchapter D of Chapter 15 within the time provided in such Section, such holder will forfeit such right to appraisal, payment for such holder’s Dissenting Shares shall thereupon be converted into and become exchangeable only for the right pursuant to receivesuch Subchapter D of Chapter 15 and, as of the later of the Effective Time or the occurrence of such event, each such Share shall no longer be deemed a Dissenting Share and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option deemed to convert each be a Non-Electing Share, subject to Section 2.01(h), and such share holder's Certificate formerly representing shares of Company Common Stock will automatically be converted into and represent only the right to receive the Merger Consideration specified in either as a Non-Electing Share pursuant to Section 2.1(a)(i) 2.01, including Section 2.01(h), without any interest thereon, upon surrender of the Certificate or 2.1(a)(ii)Certificates formerly representing such shares of Company Common Stock. The Company shall will give Parent and Merger Sub Patriot (iA) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands Dissenting Shares and any other instruments served pursuant to the DGCL and received by the Company relating to shareholders' rights to be paid the “fair value” of Dissenting Sharesappraisal, as provided in Section 262 of the DGCL, and (iiB) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall notPBCL, except with and (C) the prior written consent right to approve any settlement of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsdemand.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, all Shares that are issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) and which are held by stockholders holders who shall neither have voted in favor of the Merger nor consented thereto in writing and who shall have properly exercising and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal rights available under in respect of such Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be 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 Dissenting Shares in accordance with the provisions of Section 262 of the DGCL or, 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 shall be entitled only to such rights as are granted by the DGCL to a holder of the Dissenting Shares, unless and until such holder fails to comply with the provisions of Section 262 of the DGCL 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. If, after the Effective Time, such holder of the Dissenting Shares fails to comply with the provisions of Section 262 of the 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 DGCL, such Dissenting Shares shall thereupon be deemed to have been converted at the Effective Time into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)without interest thereon. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisal of any Shares received by the Company under Section 262 of the DGCL, any withdrawal of any such demand and any other written demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and shall give Parent the opportunity to participate in all negotiations and proceedings with respect to any notices or demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any such demands for appraisals of capital stock of the Company, appraisal or offer to settle or settle any such demands.

Dissenting Shares. Notwithstanding anything in the foregoing provisions of this Agreement to Article ‎III, the contrary, Dissenting Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the a right to receive any portion of the Merger Consideration, unless Consideration and until such the holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares thereof shall be entitled to payment of the appraised value of the Dissenting Shares held such rights as are granted by them to the extent permitted by and in accordance with Section 262 of the DGCL. If Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Final Surviving Corporation in accordance with the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, establish such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right entitlement to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands 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 Share, as applicable, immediately prior to the First Effective Time and converted, as of the First Effective Time, into a right to receive from the Final Surviving Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article ‎III, without any interest thereon (and such holder shall be treated as a Company Stockholder). The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. The Company shall not, except with Without the prior written consent of Parent Buyer (which will shall not be unreasonably withheld withheld, conditioned or delayed), the Company shall not voluntarily make or agree to make any material payment with respect to, or settle or offer to settle, any demands such demand for appraisals of capital stock payment. From and after the First Effective Time, no stockholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the CompanyDGCL shall be entitled to vote his or her Shares for any purpose or receive payment of dividends or other distributions with respect to his or her Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the First Effective Time). Notwithstanding anything herein to the contrary, offer any payments required to settle be made to holders of Dissenting Shares pursuant to this Section ‎3.10 shall be made by the Final Surviving Corporation out of its own funds. No funds will be supplied for that purpose, directly or settle indirectly, by Buyer (or any such demandsof its Affiliates except for the Final Surviving Corporation), nor will Buyer (or any of its Affiliates except for the Final Surviving Corporation) directly or indirectly reimburse the Final Surviving Corporation for any payments to holders of Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares any shares of LIN TV Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a stockholder who has not voted or consented in writing to adopt this Agreement and who is entitled to demand and properly exercising demands appraisal rights available under of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (such stockholders, the “Dissenting Stockholders” and such shares of LIN TV Capital Stock, the “Dissenting Shares”) ), shall not be converted into or the Merger Consideration, but instead shall be exchangeable for cancelled and Dissenting Stockholders shall cease to have any rights with respect to such Dissenting Shares other than the right to receive be paid the Merger Considerationfair value of such Dissenting Shares as may be granted pursuant to Section 262 of the DGCL, unless and until such holders Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn his demand or his lost their rights to appraisal under the DGCL. Holders of If, after the Effective Time, any Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder Stockholder shall have failed to perfect perfect, or shall have effectively withdrawn his demand or lost his rights to appraisal under the DGCL, (i) such right to appraisal, Dissenting Stockholder’s shares shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s Shares shares shall thereupon be deemed to have been converted into and become exchangeable only for the right to receiveinto, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expiredTime, the Merger Consideration specified in Section 2.1(a)(iiiaccordance with Sections 2.01(a)-(c); provided, in such circumstanceas applicable, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any dividends or other instruments served pursuant distributions to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shareswhich such holder is entitled, as provided in Section 262 of the DGCL, without any interest thereon and (ii) the opportunity such Dissenting Stockholder shall cease to participate in negotiations be Dissenting Stockholder, shares of LIN TV Capital Stock owned by such person shall cease to be Dissenting Shares and proceedings with respect such person shall be automatically admitted to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent LIN Media as a member of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demandsLIN Media.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.3, Shares that shares of Company Stock which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 a holder who has not voted such shares of Company Stock in favor of the DGCL Merger, who shall have delivered a written demand for appraisal of such shares of Company Stock in the manner provided by Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares of Company Stock pursuant to Section 262 of Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such Company Stock or lost such holder’s right to appraisal and payment for such holder’s shares of Company Stock under Section 262 of Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder shall forfeit the right to appraisal of such shares of Company Stock and each such share of Company Stock shall be exchangeable for treated as if it had been converted, as of the Effective Time, into a right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisalwithout interest thereon, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, from Parent as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified provided in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the right to receive the Merger Consideration specified in either Section 2.1(a)(i) or 2.1(a)(ii)2.3 hereof. The Company shall give Parent and Merger Sub (i) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” for appraisal of Dissenting Shares, as provided in Section 262 shares of the DGCLCompany Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayedParent, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock of the Companyto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that which are issued and outstanding immediately prior to the Effective Time and which are held by stockholders properly exercising appraisal rights available under Section 262 who have not voted such Shares in favor of the Merger or consented thereto in writing, who shall have delivered a written demand for appraisal of such Shares in the manner provided in the DGCL (and who, as of the “Dissenting Shares”) Effective Time, shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares appraisal ("Dissenting Shares") shall thereupon not be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration specified in Section 2.1(a)(iii); provided, in such circumstance, to the fullest extent permitted by Law, that Parent shall be entitled at its sole option to convert each such share into the ----------------- represent a right to receive the Merger Consideration specified pursuant to Section 1.6 hereof, but the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in either Section 2.1(a)(i) or 2.1(a)(ii). The Company shall give Parent and Merger Sub accordance with the DGCL; provided, however, that (i) prompt written notice of if any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” holder of Dissenting Shares, Shares -------- ------- shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, and or (ii) the opportunity to participate in negotiations and proceedings with respect to demands if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment of his Shares under Section 262 of the DGCL. The Company , or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall not, except with the prior written consent of Parent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisals of capital stock have filed a petition demanding a determination of the Companyvalue of all Dissenting Shares within the time provided in Section 262 of the DGCL, offer such holder or holders (as the case may be) shall forfeit the right to settle or settle any appraisal of such demandsShares, and each such Share shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest thereon, as provided in Section 1.6 hereof.