Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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to appraisal rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under the DGCL, such holder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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding Section 2.1(b), to the foregoing provisions extent that holders thereof are entitled to appraisal rights under Section 262 of this Article 1 any CB Shares the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by Persons a holder who object to the Merger and comply with the provisions has properly demanded appraisal under Section 262 of the DGCL concerning (the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but instead the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with Section 262 of 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 the DGCL, perfect 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 his or her right to appraisal and payment for such holder’s shares under the DGCL, such holder holder’s shares of Company Common Stock shall forfeit the right thereupon be deemed to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had have been a CB Share immediately prior to the Effective Time and converted, converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation, and the aggregate Merger Consideration (and such holder Payment Fund) shall be treated reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a CX Xxxxxx)stockholder on the Merger Closing Date. The Company shall provide GTY reasonably give Parent (i) prompt written notice of any demands received by the Company for appraisal of CB Sharesany of the shares of Company Common Stock, any withdrawal withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates to such demandor other applicable Law and received by the Company or its Representatives with respect thereto, and GTY shall have (ii) the opportunity to participate in and right to direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL or other applicable Law. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of GTY, the Company Parent (which consent shall not voluntarily be unreasonably withheld, conditioned or delayed), make any payment or agree to make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demand for payment. From and after the Effective Timedemands, no stockholder approve any withdrawal of any such demands or agree or commit to do any of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article 1 any CB Shares Company Common Stock that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by Persons a stockholder who object is entitled to the Merger demand and comply with properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL concerning Delaware Law (such stockholders, the rights “Dissenting Stockholders” and such shares of holders of CB Shares to dissent from Company Common Stock, the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons”), “Dissenting Stockholders”) shall not be converted into a or be exchangeable for the right to receive any portion of the Merger Consideration and the holders thereof Consideration, but instead such holder shall be entitled to payment of the fair value of such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; providedprovisions of Section 262 of the Delaware Law (and, howeverat the First Merger Effective Time, that (i) if any such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the Delaware Law), unless and until such holder shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively waived, withdrawn such holder’s demand for or lost rights to appraisal of such shares under the Delaware Law. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such holder’s right rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to appraisal and payment for such holder’s shares under 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 have been a CB Share immediately prior to the Effective Time and converted, as of the First Merger Effective Time, into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable as provided in Section 2.04(a)(i) (and cash in lieu of any fractional shares of Parent Common Stock and any dividends and distributions with respect thereof thereto as determined in accordance with this Article 1contemplated by Section 2.09 and Section 2.05(f)), without any interest thereon (and such holder shall be treated as a CX Xxxxxx)interest. The Company shall provide GTY reasonably give Parent prompt written notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the Delaware Law and received by the Company for relating to stockholders’ rights of appraisal in accordance with the provisions of CB Shares, any withdrawal Section 262 of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandDelaware Law, and GTY Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to all such demands. Without The Company shall not, except with the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect to, or settle or offer or agree to settle, settle any such demand for paymentdemands. From and after the Effective Time, no stockholder Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05 to pay for shares of Company who has properly exercised and perfected Common Stock for which appraisal rights pursuant to the DGCL have been perfected shall be entitled returned to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)Parent upon demand.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object anything to the Merger contrary set forth in this Agreement, no Shares issued and comply outstanding immediately prior to the Effective Time and in respect of which appraisal rights shall have been perfected in accordance with the provisions Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from in connection with the Merger and require appraisal of their CB Shares (collectively, “Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any that portion of the Merger Consideration and otherwise payable to the holders thereof holder of such Dissenting Shares as provided in Section 2.2, but shall instead be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Dissenting Shares pursuant to the DGCL. Each holder of Dissenting Shares who who, pursuant to the provisions of the DGCL, becomes entitled to payment for of the fair value of such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL; provided, however, ). In the event that (i) if any such holder of Shares fails to make an effective demand for payment or fails to perfect its appraisal rights as to its Shares or any Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights otherwise lose their status as provided in the DGCLDissenting Shares, or (ii) if then any such holder of Dissenting Shares 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 the DGCL, such holder shall forfeit be converted into 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable issuable pursuant to Section 2.2 in respect thereof of such Shares as determined if such Shares had never been Dissenting Shares, in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)following the satisfaction of the applicable requirements and conditions set forth in Section 2.3. The Company shall provide GTY reasonably give Parent prompt written notice (and in no event more than two Business Days) of (i) any demands demand received by the Company for appraisal of CB Shares, any withdrawal of any such demand Shares (and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have give Parent the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demandsdemand) or (ii) any notice of exercise by any holder of Shares of appraisal rights in accordance with the DGCL. Without the The Company agrees that, except with Parent’s prior written consent of GTYconsent, the Company it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder appraisal or exercise of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)rights.

Dissenting Shares. Notwithstanding Section 2.1, any Shares which are issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and which are held by Persons a holder who object to has not voted such shares of Common Stock in favor of the Merger and comply with who has delivered a written demand for relief as a dissenting stockholder in the provisions manner provided by Delaware Corporate Law and who, as of the DGCL concerning the rights of holders of CB Shares Effective Time, shall not have effectively withdrawn or lost such right to dissent from the Merger and require appraisal of their CB Shares relief as a dissenting stockholder (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into or represent a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by the DGCLSection 262 of Delaware Corporate Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares Dissenting Shares pursuant to the DGCL Section 262 of Delaware Corporate Law shall receive payment therefor from the Surviving Company Corporation in accordance with the DGCLDelaware Corporate Law; provided, however, that (i) if any such holder of Dissenting Shares (i) shall have failed to establish such holder’s his entitlement to appraisal rights relief as a dissenting stockholder as provided in the DGCLSection 262 of Delaware Corporate Law, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of relief as a dissenting stockholder with respect to such shares Shares or lost such holder’s his right to appraisal relief as a dissenting stockholder and payment for such holder’s shares his Shares under Section 262 of Delaware Corporate Law or (iii) shall have failed to file a complaint with the DGCLappropriate court seeking relief as to determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Corporate Law, such holder shall forfeit the right to appraisal of relief as a dissenting stockholder with respect to such shares Shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to converted into or represent the Effective Time and converted, as of the Effective Time, into a right to receive the appropriate Merger Consideration without interest thereon, from the Surviving Company the portion of the Merger Consideration deliverable Corporation as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 2.1. The Company shall provide GTY reasonably give Parent and Merger Sub prompt written notice of any demands received by the Company for appraisal relief as a dissenting stockholder, attempted withdrawals of CB Sharessuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered instruments served pursuant to Delaware Corporate Law received by the Company prior relating to the Effective Time pursuant to the DGCL that relates to such demandstockholders' rights of appraisal, and GTY Parent and Merger Sub shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYParent and Merger Sub, the Company shall not voluntarily make any payment with respect to, any such demands, or settle or negotiate, offer to settle, or settle any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (demands except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)as required by law.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, with respect to each share of Company Common Stock held by a holder who has not voted in favor of adoption of this Article 1 any CB Shares held by Persons Agreement or consented thereto in writing with respect to such share and who object is entitled to the Merger demand and comply has properly demanded appraisal of such share in accordance with the provisions Section 262 of the DGCL concerning the and has not effectively withdrawn or lost its rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares with respect to such share (each such share, a “Dissenting Shares” and Share”), if any, such Persons, “Dissenting Stockholders”) Shares shall not be converted into a right to receive any portion of the Merger Consideration pursuant to ‎‎Section 3.01 and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company Corporation in accordance with the DGCL; provided, however, that if (ia) 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 dissent or its right for appraisal of such Dissenting Shares, (b) any holder of Dissenting Shares shall have failed fails to establish such holder’s his, her or its entitlement to appraisal rights as provided in the DGCL, DGCL or (iic) if any a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 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 the DGCL, then such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares for purposes of this Agreement, and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior of Company Common Stock shall, to the Effective Time and convertedfullest extent permitted by Applicable Law, thereafter be deemed to have been automatically converted into, as of the Effective Time, into a the right to receive from the Surviving Company the portion of receive, without interest thereon, the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Consideration. The Company shall provide GTY reasonably will give Parent prompt written notice of any all written demands received by the Company for appraisal of CB Sharesany shares of Company Common Stock, any withdrawal withdrawals or attempted withdrawals of any such demand demands and any other demandinstruments, notice notices or instrument delivered demands served pursuant to Section 262 of the Company prior DGCL. Prior to the Effective Time pursuant to Time, the DGCL that relates to such demandCompany shall not, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without without the prior written consent of GTYParent, the Company shall not voluntarily 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 payment. From and after appraisal under the Effective TimeDGCL, no stockholder approve any withdrawal of any such demands or propose or otherwise agree to do any of the Company who has properly exercised foregoing. Parent shall have the right to participate in and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions direct all negotiations and proceedings with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)such demands.

Dissenting Shares. Notwithstanding ss.2(d), shares of Company Common Stock which are issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and which are held by Persons a Company Stockholder who object to the Merger and comply with the provisions has not voted such shares in favor of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require Merger, who shall have delivered a written demand for appraisal of their CB Shares such shares in the manner provided by the Delaware General Corporation Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCLDelaware General Corporation Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL Delaware General Corporation Law shall receive payment therefor from the Surviving Company Corporation in accordance with the DGCLDelaware General Corporation Law; providedPROVIDED, howeverHOWEVER, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s his entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware General Corporation Law, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of such shares or lost such holder’s his right to appraisal and payment for such holder’s his shares under Section 262 of the DGCLDelaware General Corporation 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 General Corporation Law, 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 CB Non-Stock Electing Share immediately prior to the Effective Time and had been converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Surviving Company the portion of the Merger Consideration deliverable Corporation as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)ss.2(d) hereof. The Company shall provide GTY reasonably give AAC prompt written notice of any demands received by the Company for appraisal of CB Sharesshares, any withdrawal of any such demand and any other demandand, notice or instrument delivered to the Company prior to until the Effective Time pursuant to the DGCL that relates to such demandTime, and GTY AAC shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYAAC, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the adoption of this Article 1 any CB Shares held by Persons Agreement or consented thereto in writing and who object has properly demanded such holder's right to the Merger and comply appraisal for such shares in accordance with the provisions Section 262 of the DGCL concerning the rights of holders of CB Shares (and who has neither effectively withdrawn nor lost his, her or its right to dissent from the Merger and require appraisal of their CB Shares such appraisal) (“"Dissenting Shares” and such Persons"), “Dissenting Stockholders”) shall not be converted pursuant to Section 2.2(b) hereof into a the right to receive any the Per Share Price or a contingent right to receive the applicable portion of the Merger Additional Consideration Amount, if any, in accordance with the definition thereof (and sections referenced therein) and the holders holder thereof shall be entitled only to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to If, after the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under the DGCLEffective Time, such holder shall forfeit the fails to perfect or withdraws or otherwise loses his, her or its right to appraisal of appraisal, such shares and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it they had been a CB Share immediately prior to the Effective Time and converted, converted as of the Effective Time, Time into a the right to receive from the Surviving Company Per Share Price and a contingent right to receive the applicable portion of the Merger Additional Consideration deliverable in respect thereof as determined Amount, if any, in accordance with this Article 1the definition thereof (and sections referenced therein), to which such holder would have been entitled pursuant to Section 2.2(b), without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon, subject to Section 2.5 hereof. The Company shall provide GTY reasonably give Parent and Merger Sub prompt written notice of any demands received by the Company under Section 262 of the DGCL for appraisal of CB Common Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY Parent and the Company shall have the opportunity and right to direct jointly participate in all negotiations and proceedings with respect to such demands. Without Prior to the Closing, Parent shall not, except with the prior written consent of GTY, the Company shall (such consent not voluntarily to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or offer to settle, any such demands. Parent acknowledges that the Company shall be permitted (in its sole discretion) to negotiate, settle or otherwise enforce rights with respect to any appraisal demand for payment. From and so long as (a) in any such case, none of Parent, the Company or any Affiliate of Parent or the Company will have any liability or obligation related thereto at or after the Effective TimeClosing and (b) in the case of any such settlement, no stockholder (i) the Company pays the entire amount and all related fees, costs and expenses thereof prior to the Closing, (ii) such settlement does not contain an admission of wrongdoing on the part of the Company who has properly exercised or any Company Subsidiary, (iii) such settlement provides for the full and perfected appraisal rights pursuant to unconditional release of the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions Company in a reasonable form in connection with respect to his or her CB Shares the underlying demand and (except dividends and distributions payable to stockholders of record at a date which is iv) the Company consults with Parent prior to the Effective Time)such settlement and provides notice of such settlement to Parent.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply with contrary, to the provisions of the DGCL concerning the rights of extent that holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be Company Common Stock are entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 under Section 262 of the DGCL, or (ii) if any such holder shares of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal Company Common Stock issued and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and convertedheld by a holder who has properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall instead be entitled to receive such consideration as may be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL); provided, however, that if any such holder shall have failed to timely perfect or shall have waived, effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined that such holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon (thereon, and such holder shares shall no longer be treated as a CX Xxxxxx)deemed to be Dissenting Shares. The Company shall provide GTY reasonably give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, effective or attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company for relating to appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demanddemands, and GTY Parent shall have the opportunity and right to direct participate in all discussions, negotiations and proceedings Proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, without the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect to, to or settle or compromise or offer to settle, settle or compromise any such demand for payment. From and after the Effective Timeor Proceeding, no stockholder or agree to do any of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article 1 any CB Shares held by Persons who object Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and comply with that are held by a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL concerning (such stockholders, the rights “Dissenting Stockholders” and, such shares of holders of CB Shares to dissent from Company Common Stock, the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons”), “Dissenting Stockholders”) shall not be converted into a or be exchangeable for the right to receive any portion of the Merger Consideration and the holders thereof Consideration, but instead such holder shall be entitled to payment of the fair value of such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; providedprovisions of Section 262 of the DGCL (and, howeverat the Merger Effective Time, that (i) if any such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively waived, withdrawn such holder’s demand for or lost rights to appraisal of such shares under the DGCL. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such holder’s right rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to appraisal and payment for such holder’s shares under 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 have been a CB Share immediately prior to the Effective Time and converted, as of the Merger Effective Time, into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable as provided in Section 2.03(a) (and cash in lieu of any fractional shares of Parent Common Stock and any dividends and distributions with respect thereof thereto as determined in accordance with this Article 1contemplated by Section 2.04(f) and Section 2.08), without any interest thereon (and such holder shall be treated as a CX Xxxxxx)interest. The Company shall provide GTY reasonably give Parent prompt written notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for relating to stockholders’ rights of appraisal in accordance with the provisions of CB Shares, any withdrawal Section 262 of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandDGCL, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to all such demands. Without The Company shall not, except with the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect to, or settle or offer or agree to settle, settle any such demand for paymentdemands. From and after the Effective Time, no stockholder Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04 to pay for shares of Company who has properly exercised and perfected Common Stock for which appraisal rights pursuant to the DGCL have been perfected shall be entitled returned to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)Parent upon demand.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and comply with the provisions owned by a holder who is entitled to demand and has properly demanded appraisal of such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (such shares, “Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a the right to receive any portion Longview Common Stock, and shall instead represent the right to receive payment of the Merger Consideration fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. At the Effective Time, (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (b) the holders thereof of Dissenting Shares shall be entitled only to such rights as are may be granted by to them under the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; provided, however, that (i) if If any such holder of Dissenting Shares shall have failed fails to establish such holder’s entitlement to appraisal rights as provided in the DGCLperfect or otherwise waives, withdraws or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost loses such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the DGCLDGCL or other applicable Law, then the right of such holder shall forfeit to be paid the right to appraisal fair value of such shares Dissenting Shares shall cease and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a the right to receive from Longview Common Stock upon the Surviving Company the portion of the Merger Consideration deliverable terms and conditions set forth in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Agreement applicable to holders that have not properly demanded appraisal rights. The Company shall provide GTY reasonably give Longview prompt written notice (and in any event within two Business Days) of any demands received by the Company for appraisal of CB Sharesshares of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates and received by the Company relating to such demandrights to be paid the fair value of Dissenting Shares, and GTY Longview shall have the opportunity and right to participate in and, following the Effective Time, direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of GTYLongview, the Company shall not voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the Effective Time, no stockholder provisions under Section 262 of the Company who has properly exercised and perfected appraisal rights pursuant DGCL, or agree or commit to do any of the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)foregoing.

Dissenting Shares. Notwithstanding Section 2.2, Existing Shares which are issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and which are held by Persons a holder who object to has not voted such shares of capital stock of the Company in favor of the Merger and comply with who has delivered a written demand for relief as a dissenting stockholder in the provisions manner provided by DGCL and who, as of the DGCL concerning the rights of holders of CB Shares Effective Time, shall not have effectively withdrawn or lost such right to dissent from the Merger and require appraisal of their CB Shares relief as a dissenting stockholder (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a right to receive any the pro rata portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by the Section 262 of DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Dissenting Shares pursuant to the Section 262 of DGCL shall receive payment therefor from the Surviving Company Corporation in accordance with the DGCL; providedPROVIDED, howeverHOWEVER, that (i) if any such holder of Dissenting Shares (i) shall have failed to establish such holder’s his entitlement to appraisal rights relief as a dissenting stockholder as provided in the Section 262 of DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of relief as a dissenting stockholder with respect to such shares Dissenting Shares or lost such holder’s his right to appraisal relief as a dissenting stockholder and payment for such holder’s shares his Dissenting Shares under Section 262 of 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 DGCL, such holder shall forfeit the right to appraisal of relief as a dissenting stockholder with respect to such shares Dissenting Shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to converted into the Effective Time and converted, as of the Effective Time, into a right to receive the appropriate cash amount, without interest thereon, from the Surviving Company the portion of the Merger Consideration deliverable Corporation as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 2.2. The Company shall provide GTY reasonably give Recap prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandfor relief as a dissenting stockholder, and GTY Recap shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYRecap, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary, any holder of shares of Company Stock who perfects, and comply has not withdrawn or otherwise forfeited at or prior to the Effective Time, such holder’s dissenters’ rights in accordance with the provisions and as contemplated by Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (a “Dissenting Shares” and such Persons, “Dissenting StockholdersStockholder”) shall not be converted into a right to receive any portion of the applicable Per Share Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company described in accordance with the DGCL; providedSection 2.10(b), 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and convertedbut shall, as of the Effective Time, into be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Stock owned by such Dissenting Stockholder (the “Dissenting Shares”); provided, that no such payment shall be made to any Dissenting Stockholder unless and until such Dissenting Stockholder has complied with the applicable provisions of the DGCL and surrendered to the Surviving Corporation the Company Certificate or Certificates representing the Dissenting Shares for which payment is being made. In the event that after the Effective Time a Dissenting Stockholder fails to perfect, or effectively withdraws or loses, his right to receive from the Surviving Company the portion of the Merger Consideration deliverable appraisal, in respect thereof as determined each case in accordance with Section 262 of the DGCL, such Dissenting Stockholder’s shares of Company Stock shall no longer be considered Dissenting Shares for the purposes of this Article 1Agreement and such holder’s shares of Company Stock shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.10(b), and Discovery shall cause the Paying Agent to pay the Closing Cash Common Per Share Merger Consideration or the Closing Other Common Per Share Merger Consideration, as the case may be, theretofore withheld in respect of such Dissenting Shares, without any interest thereon (and thereon. Notwithstanding anything to the contrary contained herein, in the event that a Dissenting Stockholder perfects its appraisal rights in accordance with Section 262 of the DGCL, the Paying Agent shall retain the Cash Common Per Share Merger Consideration or the Other Common Per Share Merger Consideration, as the case may be, allocable to such holder shall be treated as a CX Xxxxxx)Dissenting Stockholder until the resolution of such appraisal action. The Company shall provide GTY reasonably give Discovery (i) prompt written notice of any written demands for appraisal of shares of Common Stock received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demands. Without Prior to the Effective Time, neither the Company nor Discovery shall, without the prior written consent of GTYthe other Party, the Company shall not voluntarily make any payment or other commitment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the foregoing provisions contrary but only to the extent required by the GCL, shares of this Article 1 any CB Shares Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by Persons holders of Company Common Stock who object to the Merger and comply with all the provisions of law of the DGCL State of Delaware concerning the rights right of holders of CB Shares Company Common Stock to dissent from the Merger ("Dissenting Stockholders") and require appraisal of their CB Shares shares of Company Common Stock (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a the right to receive any portion of the Merger Consideration and but shall become the holders thereof shall right to receive such consideration as may be entitled determined to be due such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Stockholder pursuant to the DGCL shall receive payment therefor from law of the Surviving Company in accordance with the DGCLState of Delaware; provided, however, that (i) if any Dissenting Stockholder shall subsequently -------- ------- - deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in withdrawal is not tendered within 60 days after the DGCLEffective Time), or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares -- Stockholder fails to establish and perfect his or lost such holder’s right her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the --- Effective Time neither any Dissenting Stockholders nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of Company Common Stock outstanding at the Effective Time and payment for held by Dissenting Stockholders in accordance with applicable law, then such holder’s shares under Dissenting Stockholder or Stockholders, as the DGCLcase may be, such holder shall forfeit the right to appraisal of such shares and each such share shares shall not constitute a Dissenting Share and shall thereupon be treated as if it had deemed to have been a CB Share immediately prior converted into the right to the Effective Time and convertedreceive, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1less any applicable withholding tax, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)interest. The Company shall provide GTY reasonably give the Parent and the Purchaser (A) prompt written notice of any written demands for - appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandCompany, and GTY shall have (B) the opportunity and right to direct all - negotiations and proceedings with respect to such demandsdemands for appraisal. Without the prior written consent of GTY, the The Company shall will not voluntarily make any payment with respect toto any demands for appraisal and will not, or except with the prior written consent of the Parent, settle or offer to settle, settle any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demand.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB OC Shares held by Persons who object to the Merger and comply with the provisions of Section 262 of the DGCL concerning the rights of holders of CB OC Shares to dissent from the Merger and require appraisal of their CB OC Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company in accordance with Section 262 of 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, 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 CB OC Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX XxxxxxOC Holder). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB OC Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her CB OC Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB OC Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion other provision of the Merger Consideration and the holders thereof shall be entitled to such rights as Agreement, shares of Company Common Stock that are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and convertedwhich are held by a holder of shares of Company Common Stock who shall have (i) duly given written notice to the Company, prior to the taking of the vote by the Company's shareholders on approval of this Plan of Merger, of such holder's intent to dissent from the Merger and demand payment of the "fair value" of such shares in accordance with Chapter 13 of the South Carolina Business Corporation Act (the "Dissenters' Rights Provisions"), (ii) not voted such shares in favor of the Merger (other than a vote by proxy that does not disqualify such holder under the Dissenters' Rights Provisions), 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 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. All Dissenting Shares held by holders who after the Effective Time shall have failed to perfect or who effectively shall have withdrawn, waived or otherwise lost or forfeited their dissenters' rights under such Dissenters' Rights Provisions shall thereupon be deemed to have been converted into and to become exchangeable, as of the Effective Time, into a for the right to receive from receive, without any interest or dividend thereon, the appropriate part of the Merger Consideration, upon surrender, in the manner provided in this Section 6, of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. Upon application by the Surviving Company Corporation to the portion Exchange Agent therefor, accompanied by the Certificate or Certificates formerly evidencing Dissenting Shares and a certificate of the Surviving Corporation to the effect that there has been paid, or will be paid contemporaneously with the remittance to the Surviving Corporation of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and otherwise allocable to such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Dissenting Shares, any withdrawal of any the amount to which the holder thereof is entitled, or has agreed with the Surviving Corporation to receive, as payment for such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time Dissenting Shares pursuant to the DGCL exercise of such holder's dissenters' rights, then the Exchange Agent shall remit to the Surviving Corporation that relates part of the Merger Consideration otherwise (but for the exercise of such dissenters' rights) allocable to such demandDissenting Shares. In such event, and GTY remittance to the Surviving Corporation shall have be a full acquittance of the opportunity and right Exchange Agent with respect thereto, and, to direct all negotiations and proceedings the extent such payment was not previously made, the holder of such Dissenting Shares shall look only to the Surviving Corporation for the payment to which such holder is entitled with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)Dissenting Shares.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary contained in this Agreement, shares of this Article 1 any CB Shares Company Common Stock held by Persons a holder who object to the Merger and comply has made a demand for appraisal of such shares in accordance with the provisions of the DGCL concerning the rights of holders of CB Shares IBCA (any such shares being referred to dissent from the Merger and require appraisal of their CB Shares (as “Dissenting Shares” and until such Persons, “Dissenting Stockholders”time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the IBCA with respect to such shares) shall not be converted into a or represent the right to receive any portion of the Merger Consideration and the holders thereof pursuant to this Agreement, but shall be entitled only to such rights as are granted by the DGCL. Each IBCA to a holder of Dissenting Shares. At the Effective Time, the Dissenting Shares who becomes entitled shall no longer be outstanding and shall automatically be canceled and shall cease to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; providedexist, however, that (i) if any such and each holder of Dissenting Shares shall cease to have failed any rights with respect thereto, except the right to establish receive the fair value of such holder’s entitlement to appraisal rights as provided Dissenting Shares in accordance with the DGCL, or (ii) if provisions of the IBCA. If any such holder of Dissenting Shares shall have effectively withdrawn lose their status as such holder’s demand for (through failure to perfect appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares rights under the DGCLIBCA or otherwise), 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 CB Share immediately prior to the Effective Time and convertedthen, as of the later of the Effective TimeTime or the date of loss of such status, such shares shall automatically be converted into a and shall represent only the right to receive from the Surviving Company the portion Merger Consideration, without interest thereon, in exchange for each such share, upon surrender of the Merger Consideration deliverable Company Stock Certificates that formerly evidenced such Dissenting Shares in respect thereof as determined the manner set forth in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 1.9. The Company shall provide GTY reasonably give Parent (a) prompt written notice of any written demands for payment of fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the IBCA and received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered relating to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandstockholders’ dissenters’ rights, and GTY shall have (b) the opportunity and right to direct participate in all negotiations and proceedings with respect to such demandsdemands under the IBCA consistent with the obligations of the Company thereunder. Without The Company shall not, except with the prior written consent of GTYParent, the Company shall not voluntarily (i) make any payment with respect toto such demand, (ii) offer to settle or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends fair value or (iii) waive any failure to timely deliver a written demand for payment of fair value or timely take any other distributions action to perfect payment of fair value rights in accordance with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)IBCA.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, with respect to each share of this Article 1 any CB Company Common Stock as to which the holder thereof has neither voted 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 Effective Time, shall not have effectively withdrawn or lost such right to appraisal (each, a “Dissenting Share”), if any, such share will not be converted into, or represent the right to receive, the Merger Consideration. Such holder shall be entitled to payment, solely from the Surviving Company, of the appraised value of the Dissenting Shares held by Persons who object them to the Merger extent permitted by and comply in accordance with the provisions of the DGCL concerning the rights Section 262 of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; 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 Company Common Stock under Section 262 of DGCL, (ii) if any holder of Dissenting Shares shall have failed to establish such holder’s his entitlement to appraisal rights as provided in Section 262 of the DGCL, or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such Company Common Stock shall thereupon cease to constitute Dissenting Shares, and each of such share shall not constitute a Dissenting Share and holders’ shares of Company Common Stock shall be treated as if it had been a CB Share immediately prior to converted solely into the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Consideration. The Company shall provide GTY reasonably give Cal Dive prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandCommon Stock, and GTY Cal Dive shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not settle, make any payments with respect to, or offer to settle any claim with respect to Dissenting Shares without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)Cal Dive.

Dissenting Shares. Notwithstanding Each outstanding share of Company Common Stock the foregoing provisions holder of this Article 1 any CB Shares held by Persons who object which has perfected his right to dissent under the Merger MBCL and comply with the provisions has not effectively withdrawn or lost such right as of the DGCL concerning Effective Time (the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into or represent a right to receive any portion shares of the Merger Consideration Parent Common Stock or cash hereunder, and the holders holder thereof shall be entitled only to such rights as are granted by the DGCLMBCL. Each The Company shall give Parent prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the MBCL. If any holder of Dissenting Shares who becomes entitled shall fail to payment for such shares pursuant perfect or shall have effectively withdrawn or lost the right to dissent at or prior to the DGCL Effective Time and shall have delivered a properly completed Election Form to the Exchange Agent by the Election Deadline, the Dissenting Shares held by such holder shall be converted into a right to receive payment therefor from the Surviving Company Common Stock and/or cash in accordance with the DGCLapplicable provisions of this Agreement; provided, however, that (i) and if any such holder of Dissenting Shares shall not have failed delivered a properly completed Election Form to establish the Exchange Agent by the Election Deadline, the Dissenting Shares held by such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if holder shall be designated No-Election Shares. 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 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 CB Share immediately prior dissent (through failure to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice perfect or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and otherwise) after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL Dissenting Shares held by such holder shall be entitled converted on a share by share basis into either the right to vote his receive Parent Common Stock and/or cash in accordance with the applicable provisions of this Agreement as Parent or her CB the Exchange Agent shall determine. Any payments made in respect of Dissenting Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to shall be made by the Effective Time)Surviving Corporation.

Dissenting Shares. Notwithstanding At the foregoing provisions Effective Time, all outstanding Company Stock shall, by virtue of this Article 1 any CB Shares held by Persons who object to the Merger and comply without further action, cease to exist, and all such securities shall be converted into the right to receive from Acquiror the cash amount to which the holder thereof is entitled pursuant to Section 2.2(b). If, in connection with the provisions of the DGCL concerning the rights of Merger, holders of CB Company Stock are entitled to appraisal or dissenters’ rights pursuant to the KGCC, any Dissenting Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof cash as provided in Section 2.2(b), but shall be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Dissenting Shares pursuant to the DGCLKGCC. Each holder of Dissenting Shares who who, pursuant to the KGCC, becomes entitled to payment for of the fair value of such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; provided, however, KGCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to such law). In the event that (i) if any such holder Company Stockholder fails to make an effective demand for payment or fails to perfect its appraisal or dissenters’ rights as to its shares of Company Stock or any Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights otherwise lose their status as provided in the DGCLDissenting Shares, or (ii) if then any such holder of Dissenting Shares shares shall have effectively withdrawn such holder’s demand for appraisal immediately be converted into the right to receive the consideration issuable pursuant to Section 2.2(b) in respect of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under the DGCL, such holder shall forfeit the right to appraisal of had such shares never been Dissenting Shares, and each such share at Closing (or promptly thereafter) Acquiror shall not constitute a Dissenting Share issue and shall be treated as if it had been a CB Share immediately prior deliver to the Effective Time and converted, as of holder thereof the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1cash, without any interest thereon (and thereon, to which such holder shall be treated as a CX Xxxxxx)Company Stockholder would have been entitled under Section 2.2(b) with respect to such shares. The Company shall provide GTY reasonably give Acquiror prompt written notice (and in no event more than two (2) Business Days after receipt thereof) of any demands demand received by the Company for appraisal of CB Shares, any withdrawal Company Stock or notice of any such demand and any other demand, notice exercise of a Company Stockholder’s appraisal or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demanddissenters’ rights, and GTY Acquiror shall have the opportunity and right to direct control all negotiations and proceedings with respect to any such demandsdemand. Without the The Company agrees that, except with Acquiror’s prior written consent of GTYconsent, the Company it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder appraisal or exercise of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)dissenters’ rights.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article 1 any CB Shares Common Stock which are held by Persons any record holder who object does not vote in favor of the Merger or consent thereto in writing and who gives timely written notice to the Merger and comply Company of intent to demand payment in accordance with the provisions Section 55-13-21 of the DGCL concerning North Carolina Statute, who demands payment and deposits share certificates in accordance with Section 55-13-23 of the North Carolina Statute and who otherwise perfects rights of holders appraisal under Article 13 of CB Shares to dissent from the Merger and require appraisal of their CB Shares North Carolina Statute (“the "Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a the right to receive any portion of the Merger Consideration and but shall become the holders thereof shall right to receive such consideration as may be entitled determined to be due in respect of such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Article 13 of the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCLNorth Carolina Statute; provided, however, that (i) if any such holder of Dissenting Shares who shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for or lost his rights to appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares Dissenting Shares, in each case under the DGCLNorth Carolina Statute, such holder shall forfeit the right to appraisal of such shares Dissenting Shares, and each such share shall not constitute a Dissenting Share and Shares shall be treated as if it had deemed to have been a CB Share immediately prior converted into the right to the Effective Time and convertedreceive, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable set forth in respect thereof as determined in accordance with this Article 1Section 1.06(b)(i), without interest. Notwithstanding anything to the contrary contained in this Section 2.01, if (i) the Merger is rescinded or abandoned or (ii) if the shareholders of the Company revoke the authority to effect the Merger, then the right of any interest thereon shareholder to be paid the fair value of such shareholder's Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the North Carolina Statute with respect to holders of Dissenting Shares. (and such holder shall be treated as a CX Xxxxxx). b) The Company shall provide GTY reasonably give Parent (i) prompt written notice of any demands for appraisal, and any withdrawals of such demands, received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered related instruments served pursuant to the Company North Carolina Statute and received by the Company, and (ii) prior to the Effective Time pursuant to the DGCL that relates to such demandTime, and GTY shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the North Carolina Statute. Without The Company shall not, except with the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for paymentdemands. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).2.02

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object anything contained herein to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB contrary, any Dissenting Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a the right to receive the merger consideration provided for in Section 1.9, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any portion of the Merger Consideration and the holders thereof shall be entitled such Dissenting Shares pursuant to such rights as are granted by the DGCLDelaware Law. Each holder of Dissenting Shares who who, pursuant to the provisions of Delaware Law, becomes entitled to payment thereunder for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with Delaware Law (but only after the DGCL; provided, however, that (i) if any such holder of Dissenting Shares value therefor shall have failed been agreed upon or finally determined pursuant to establish such holder’s entitlement to appraisal rights as provided in the DGCLprovisions). If, 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 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 CB Share immediately prior to the Effective Time and converted, as of after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into a the right to receive from the Surviving Company amounts payable pursuant to Section 1.9, if any, in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the portion holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.9, following the satisfaction of the Merger Consideration deliverable applicable conditions set forth in Section 1.9, the amounts to which such holder would be entitled in respect thereof under Section 1.9 as determined in accordance with this Article 1, without any interest thereon (and if such holder shall be treated as a CX Xxxxxx)shares never had been Dissenting Shares. The Company shall provide GTY reasonably give Acquiror (i) prompt written notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to (ii) the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demandsdemands for appraisal or purchase under Delaware Law. Without The Company shall not, except with the prior written consent of GTYAcquiror, the Company shall not or as otherwise required under Delaware Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such claim or demand for paymentin respect of any Dissenting Shares. From and after The payout of consideration under this Agreement to the Effective Time, no Time Holders (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.13 and under Delaware Law) shall not be affected by the exercise or potential exercise of dissenters’ rights under Delaware Law by any other stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)Company.

Dissenting Shares. Notwithstanding Section 2(d), shares of Company Common Stock which are issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and which are held by Persons a Company Stockholder who object to the Merger and comply with the provisions has not voted such shares in favor of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require Merger, who shall have delivered a written demand for appraisal of their CB Shares such shares in the manner provided by the Delaware General Corporation Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCLDelaware General Corporation Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL Delaware General Corporation Law shall receive payment therefor from the Surviving Company Corporation in accordance with the DGCLDelaware General Corporation Law; providedPROVIDED, howeverHOWEVER, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s his entitlement to appraisal rights as provided in Section 262 of the DGCLDelaware General Corporation Law, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of such shares or lost such holder’s his right to appraisal and payment for such holder’s his shares under Section 262 of the DGCLDelaware General Corporation 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 General Corporation Law, 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 CB Non-Stock Electing Share immediately prior to the Effective Time and had been converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Surviving Company the portion of the Merger Consideration deliverable Corporation as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 2(d) hereof. The Company shall provide GTY reasonably give AAC prompt written notice of any demands received by the Company for appraisal of CB Sharesshares, any withdrawal of any such demand and any other demandand, notice or instrument delivered to the Company prior to until the Effective Time pursuant to the DGCL that relates to such demandTime, and GTY AAC shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYAAC, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions any other provision of this Article 1 any CB Shares held by Persons who object Merger Agreement to the Merger and comply with the provisions contrary, shares of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as First Lancaster Common Stock that are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and convertedthat are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have delivered to First Lancaster a written demand for appraisal of such shares in accordance with the DGCL (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the DGCL, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their dissenters' rights under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, into a for the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1receive, without any interest thereon thereon, the Consideration upon surrender in the manner provided in Section 2.3, of the Certificate(s) (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice hereinafter defined) of any demands received by the Company for appraisal of CB SharesFirst Lancaster that, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company immediately prior to the Effective Time Time, evidenced such shares. First Lancaster shall give CKF Bancorp (i) prompt notice of any written demands for appraisal of the fair value of any shares of First Lancaster Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL that relates and received by First Lancaster relating to such demandstockholders' rights of appraisal, and GTY shall have (ii) the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL, provided that CKF Bancorp shall keep First Lancaster fully informed as to the substance of all such demandsnegotiations and proceedings. Without First Lancaster shall not, except with the prior written consent of GTYCKF Bancorp, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentappraisal. From and Notwithstanding any other provision of this Merger Agreement, any Dissenting Shares shall not, after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of any dividends or other distributions with and shall be entitled only to such rights as are afforded in respect to his or her CB of Dissenting Shares (except dividends and distributions payable to stockholders of record at a date which is prior pursuant to the Effective Time)DGCL.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object Pursuant to the Merger Laxxx XLC Agreement, the holders of each Laxxx Xommon Share are entitled to rights of appraisal in the event of a merger of Laxxx xhat would give rise to appraisal rights under the DGCL if Laxxx xere a Delaware corporation and comply the holders of Laxxx Xommon Shares were stockholders of such corporation. Accordingly, and notwithstanding anything in this Agreement to the contrary, with respect to each Laxxx Xommon Share to which the holder thereof would be entitled to demand appraisal pursuant to Section 262 of the DGCL, if Laxxx xere a Delaware corporation and the holders of Laxxx Xommon Shares were stockholders of such corporation, and shall have properly demanded appraisal in compliance with the provisions of Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (each, a “Dissenting Shares” and Laxxx Xissenting Share”), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Company, of the fair value of the Laxxx Xissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (ia) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided Laxxx Xissenting Shares, under the circumstances permitted by and in accordance with the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s affirmatively withdraws its demand for appraisal of such shares Laxxx Xissenting Shares, or lost (b) if any holder of Laxxx Xissenting Shares takes or fails to take any action the consequence of which is that such holder’s right holder is not entitled to appraisal and payment for such holder’s its shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares Laxxx Xommon Shares and each such share Laxxx Xommon Shares shall not thereupon cease to constitute a Dissenting Share Laxxx Xissenting Shares and such Laxxx Xommon Shares shall be treated as if it had been a CB Share immediately prior deemed to be No Election Shares and converted into and represent only the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company Cash Election Consideration and/or the portion of the Merger Stock election Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX XxxxxxSection 2.3(c). The Company shall provide GTY reasonably Laxxx xhall give Mercury prompt written notice of any demands received by the Company for Laxxx xor appraisal of CB Laxxx Xommon Shares, any withdrawal withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the Laxxx XLC Agreement and Section 262 of the DGCL that relates to such demand, and GTY shall have give Mercury the opportunity and right to direct participate in all negotiations and proceedings with respect to such demandsthereto. Without Laxxx xhall not, without the prior written consent of GTYMercury, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding Each share of Company Common Stock that is issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and that is held by Persons a holder who object to the Merger and comply with the provisions has not voted such share in favor of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require Merger, who shall have delivered a written demand for appraisal of their CB Shares such share 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 (“each such share, a "Dissenting Shares” and such Persons, “Dissenting Stockholders”Share") shall not be converted into a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCLDelaware Law ("Section 262"). Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL Section 262 shall receive payment therefor from the Surviving Company Corporation in accordance with the DGCLDelaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s his or her entitlement to appraisal rights as provided in the DGCLSection 262, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his or her demand for appraisal of such shares or lost such holder’s his or her right to appraisal and payment for such holder’s shares under Section 262 or (iii) if neither any holder of Dissenting Shares nor the DGCLSurviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Corporation. The Company shall provide GTY reasonably give Parent prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandCommon Stock, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYParent, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding Section 2.1, Shares which are issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and which are held by Persons a holder who object 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 Effective Time, shall otherwise have properly exercised and perfected and not effectively withdrawn or lost such appraisal rights pursuant to the Merger and comply with the provisions Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company 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 his entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of such shares Shares or lost such holder’s his right to appraisal and payment for such holder’s shares his Shares under Section 262 of the DGCL or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a 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 appraisal of such shares Shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon (and such holder shall be treated thereon, as a CX Xxxxxx)provided in Section 2.1 hereof. The Company shall provide GTY reasonably give Parent prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYParent, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply with contrary, to the provisions of the DGCL concerning the rights of extent that holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be Company Common Stock are entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 under Section 262 of the DGCL, or (ii) if any such holder shares of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal Company Common Stock issued and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and convertedheld by a holder who has properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Sharesˮ), shall not be converted into or represent the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall instead be entitled to receive such consideration as may be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the consideration therefor as may be determined in accordance with Section 262 of the DGCL); provided, however, that if any such holder shall have failed to timely perfect or shall have waived, effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), or a court of competent jurisdiction shall have determined that such holder is not entitled to such right to appraisal and payment under Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon (thereon, and such holder shares shall no longer be treated as a CX Xxxxxx)deemed to be Dissenting Shares. The Company shall provide GTY reasonably give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, effective or attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company for relating to appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demanddemands, and GTY Parent shall have the opportunity and right to direct participate in all discussions, negotiations and proceedings Proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, without the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect to, to or settle or compromise or offer to settle, settle or compromise any such demand for payment. From and after the Effective Timeor Proceeding, no stockholder or agree to do any of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)foregoing.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object anything to the Merger and comply with the provisions of the DGCL concerning the rights of contrary contained herein, Shares that are owned by holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” Shareholders”) who have properly demanded and such Persons, perfected dissenters’ rights pursuant to the CGCL (the “Dissenting StockholdersShares”) ), shall not be converted into a exchangeable for the right to receive any portion of the Series C Per Share Merger Consideration, the right to receive the Junior Per Share Merger Consideration or the right to receive Junior Per Share Contingent Payments, if any, pursuant to Section 8.3, and the holders thereof Dissenting Shareholders shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company Corporation such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the portion of CGCL, unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the CGCL. If any such holder fails to perfect or effectively withdraws or loses such rights, such holder’s Dissenting Shares shall thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, (x) the right to receive the Series C Per Share Merger Consideration deliverable in respect thereof or Junior Per Share Merger Consideration, as determined in accordance with this Article 1applicable, pursuant to Section 3.1(a), 3.1(b) or 3.1(c), as the case may be; and (y) subject to Section 8.3(d), the right to receive the Junior Per Share Contingent Payments, if any, pursuant to Section 8.3, without any interest thereon (and such holder thereon. Infrant shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written promptly give NETGEAR notice of any demands received by the Company Infrant for appraisal dissenters’ rights, attempted withdrawals of CB Sharessuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings applicable Law received by Infrant with respect to such demandsits shareholders’ dissenters’ rights. Without Infrant shall not, without the prior written consent of GTYNETGEAR, the Company shall not negotiate with Dissenting Shareholders, voluntarily make any payment with respect toto any demands regarding appraisals of or payments for Dissenting Shares, offer to settle or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder demands or approve any withdrawal of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)such demands.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB III, the Dissenting Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company 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, 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 CB Common Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1III, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon. The Company shall provide GTY reasonably will give Acquiror prompt written notice of any demands all written notices received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demandDGCL, and GTY Acquiror shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTYAcquiror (which shall not 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her CB Shares shares of Common Stock for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares 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 the foregoing provisions of this Article 1 any CB Shares held by Persons who object anything to the Merger contrary set forth in this Agreement, no shares of NGH Common Stock issued and comply outstanding immediately prior to the Effective Time and in respect of which appraisal rights shall have been perfected in accordance with Section 607.1323 of the Florida Statutes in connection with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (collectively, “Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any that portion of the Merger Consideration and otherwise issuable to the holders thereof holder of such Dissenting Shares as provided in Section 2.3(a), but shall instead be entitled converted into the right to receive such consideration as may be determined to be due with respect to such rights as are granted by Dissenting Shares pursuant to the DGCLFlorida. Each holder of Dissenting Shares who who, in accordance with Section 607.1323 of the Florida Statutes, becomes entitled to payment of the “fair value” for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company NGH in accordance with such laws (but only after the DGCLvalue therefore shall have been agreed upon or finally determined pursuant to the Florida Statutes); 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or failed to perfect or lost such holder’s right to appraisal and payment for of such holder’s shares under Section 607.1323 of the DGCLFlorida Statutes, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share thereupon be deemed to have been cancelled, extinguished and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedexchanged, as of the Effective Time, into a and represent the right to receive from the Surviving Company the portion PLKD shares of the Merger Consideration deliverable PLKD Common Stock, as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 2.3 above. The Company NGH shall provide GTY reasonably PLKD with (i) prompt written notice of any demands received by the Company NGH for appraisal of CB Sharesshares of NGH Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company NGH prior to the Effective Time pursuant to the DGCL Florida Statutes that relates to such demand, and GTY shall have (ii) the opportunity and right to direct participate in all negotiations and proceedings Proceedings with respect to such demands. Without Except with the prior written consent of GTYPLKD, the Company NGH 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions For purposes of this Article 1 any CB Shares held by Persons who object Agreement, “Proposed Dissenting Shares” means shares of Company Common Stock whose holders provide notice of dissent to the Merger Company prior to the Company Shareholder Meeting and comply do not vote in favor of the Merger, in each case in accordance with §658.44 of the FSA, and “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have properly taken all additional steps necessary to exercise their dissenters’ rights, if any, under §658.44 of the FSA. Each outstanding Perfected Dissenting Share will be converted into the rights provided under the applicable provisions of the DGCL concerning FSA (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the rights of holders of CB Shares to dissent from Effective Time), unless the Merger and require appraisal of their CB Shares holder thereof withdraws his or her demand for payment, in which case each such share (a “Withdrawn Dissenting Shares” and such Persons, “Dissenting StockholdersShare”) shall not be deemed to have been converted at the Effective Time into a the right to receive from Purchaser the Merger Consideration, without any portion interest (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the Merger Consideration and Effective Time). To the holders thereof extent that a holder of Proposed Dissenting Shares fails to perfect such holder’s dissenters’ rights as provided by applicable law, such Proposed Dissenting Shares shall be entitled to such rights treated as are granted by the DGCLWithdrawn Dissenting Shares under this Agreement. Each holder of Perfected Dissenting Shares who becomes entitled to payment for such shares his or her Company Common Stock pursuant to the DGCL provisions of the FSA shall receive payment therefor for such Perfected Dissenting Shares from the Surviving Company Purchaser in accordance with the DGCL; provided, however, that FSA. Company shall give Purchaser (i) if prompt notice of any such holder notice or demand for appraisal or payment for shares of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or Company Common Stock received by Company and (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 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity to participate in and right to direct all negotiations and proceedings with respect to any such demandsdemand or notices. Without Company shall not, without the prior written consent of GTYPurchaser, the Company shall not voluntarily make any payment with respect to, or settle, offer for settle or offer to settle, otherwise negotiate any such demand for paymentdemands. From Perfected Dissenting Shares, Withdrawn Dissenting Shares and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant Proposed Dissenting Shares are collectively referred to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)herein as “Dissenting Shares.”

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning Agreement to the rights contrary, Shares of holders Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a Company Stockholder who has not voted such Shares in favor of CB Shares to dissent from the Merger and require Merger, who shall have delivered a written demand for appraisal of their CB such Shares in the manner provided by the DGCL and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company 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 his entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of such shares Shares or lost such holder’s his right to appraisal and payment for such holder’s shares his Shares under Section 262 of the DGCL or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a 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 appraisal of such shares Shares and each such share shall not constitute a Dissenting Share and shall be treated as if it such Share had been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive the Merger Consideration, without interest thereon, from the Surviving Company the portion of the Merger Consideration deliverable Corporation as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 2. The Company shall provide GTY reasonably give AAC prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demandand, notice or instrument delivered to the Company prior to until the Effective Time pursuant to the DGCL that relates to such demandTime, and GTY AAC shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYAAC, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; provided, however, that (i) if any such holder extent available under Section 262 of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder share of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal Company Stock that is issued and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and converted, as that is held by a Company Common Stockholder or Company Preferred Stockholder who did not consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the Effective Timeadoption of this Agreement, which Company Common Stockholder or Company Preferred Stockholder complies with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights (such share being a “Dissenting Share,” and such Company Common Stockholder or Company Preferred Stockholder being a “Dissenting Company Stockholder”), shall not be converted into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and to which the holder of such holder share of Company Stock would be entitled pursuant to Section 1.05 but rather shall be treated converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to Section 262 of the DGCL. If any Dissenting Company Stockholder fails to perfect its appraisal rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares shall thereupon automatically be converted into the right to receive the Merger Consideration referred to in Section 1.05. Notwithstanding anything to the contrary contained in this Agreement, if the Merger is rescinded or abandoned, then the right of a CX Xxxxxx)Dissenting Company Stockholder to be paid the fair value of such holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall provide GTY reasonably prompt written give Parent (a) notice of any demands received by demand for payment of the fair value of any shares of Company for appraisal of CB Shares, Stock or any attempted withdrawal of any such demand for payment and any other demand, notice or instrument delivered to the Company prior to the Effective Time served pursuant to the DGCL that relates and received by the Company relating to such demand, any Company Stockholder’s appraisal rights and GTY shall have (b) the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demandsdemands for payment under the DGCL. Without the prior written consent of GTY, the The Company shall not (x) voluntarily make any payment with respect to, to any demand for appraisal with respect to any Dissenting Shares and/or (y) offer to settle or settle any demand, in either case, without the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or offer delayed). Notwithstanding the foregoing, to settle, the extent that Parent or the Company (i) makes any such demand for payment. From and after the Effective Time, no stockholder payment or payments in respect of any Dissenting Shares in excess of the Company who has properly exercised Merger Consideration that otherwise would have been payable or issuable in respect of such Dissenting Shares in accordance with this Agreement or (ii) incurs, suffers or sustains any Losses in respect of any Dissenting Shares, with the value of the Merger Shares that such Dissenting Shares would otherwise be entitled to receive hereunder based on the Parent Stock Value ((i) and perfected appraisal rights pursuant to the DGCL (ii) together “Dissenting Share Payments”), Parent shall be entitled to vote his or her CB Shares for any purpose or receive payment recover the amount of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders such Dissenting Share Payments under the terms of record at a date which is prior to the Effective Time).Article VII hereof. 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Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB III, the Dissenting Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive the Estimated Merger Consideration, or any portion of the Merger Consideration Escrow Amount or Adjustment Amount, and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCLDGCL to the extent that such rights were not waived by such holders pursuant to Section 2.3(b) of the Management Stockholders Agreement or by execution of any other 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 Company Corporation in accordance with the DGCL; provided, however, that (ia) 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, or (iib) 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 CB Common Share immediately prior to the Effective Time and converted, as of the Effective Time, into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable consideration payable in respect thereof of such shares of Common Stock as determined in accordance with this Article 1III and Section 11.4, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon. The Company shall provide GTY reasonably give prompt written notice to Acquiror of any demands for appraisal of any shares of Common Stock, withdrawals of such demands, including a copy of any other written instruments, notices or demands served pursuant to the DGCL received by the Company for relating to appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demanddemands, and GTY Acquiror shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demandsdemands occurring prior to the Effective Time, including by requiring the Company to enforce any rights under the Management Stockholders Agreement. Without Prior to the Effective Time, the Company shall not, without the prior written consent of GTYAcquiror, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or agree to do or commit to do any of the foregoing. From and after For the Effective Timeavoidance of doubt, no stockholder portion of the Company who has properly exercised Adjustment Amount, Escrow Amount or Holder Allocable Expenses shall be paid to any holder of Dissenting Shares, and perfected appraisal rights pursuant any such amount shall instead, in the case of the Adjustment Amount or the Escrow Amount be paid to the DGCL Surviving Corporation or, in the case of the Holder Allocable Expenses, retained by the Holder Representative, in each case, to be held for the benefit of such holder of Dissenting Shares and shall only be entitled paid to vote his or her CB such holder of Dissenting Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends when, and distributions payable to stockholders of record at a date which is prior to as provided, in the Effective Time)immediately preceding sentence.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply contrary, with respect to each share of Company Common Stock or Company Preferred Stock as to which the holder thereof shall have properly complied with the provisions of Section 262 of the DGCL concerning the as to appraisal rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (each, a “Dissenting Shares” and Share”), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Corporation, of the “fair value” of the Dissenting Shares to the extent permitted by, and determined in accordance with with, the provisions of Section 262 of the DGCL; 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 shall have failed fails to establish such holder’s his entitlement to appraisal rights as provided in the DGCL, DGCL or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under the DGCL, such holder shall forfeit the right to appraisal of such shares of Company Common Stock or Company Preferred Stock, as the case may be, and such shares of Company Common Stock or Company Preferred Stock , as the case may be, shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Election Deadline, each such share of Company Common Stock shall not constitute a Dissenting Share thereafter be deemed to have been converted into and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedhave become, as of the Effective Time, into a the right to receive from receive, without interest thereon, the Surviving Per Share Cash Consideration, and each such share of Company the portion Preferred Stock shall thereafter be deemed to have been converted into and to have become, as of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Effective Time, the right to receive, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon, the As-Converted Per Share Cash Consideration. The Company shall provide GTY reasonably give Parent prompt written notice of any written demands actually received by the Company for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice Company Common Stock or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandPreferred Stock, and GTY shall have the an opportunity and right to direct participate at Parent’s own expense in all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the The Company shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her CB Dissenting Shares (except dividends and distributions payable to stockholders without the written consent of record at a date which is prior to the Effective Time)Parent.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply contrary, with respect to each share of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of section 262 of the DGCL concerning the as to appraisal rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (each, a “Dissenting Shares” and Share”), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of section 262 of the DGCL; provided, however, that (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 shall have failed fails to establish such holder’s his entitlement to appraisal rights as provided in the DGCL, DGCL or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Election Deadline, each such share of Company Common Stock shall not constitute a Dissenting Share thereafter be deemed to have been converted into and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedhave become, as of the Effective Time, the right to receive, without interest thereon, the Per Share Stock Consideration; provided that Parent shall be entitled to convert each such share into a the right to receive from the Surviving Company the portion Per Share Cash Consideration or a combination of the Per Share Cash Consideration and Per Share Stock Consideration if (x) Parent shall have received an opinion from XxXxxxxxx Will & Xxxxx LLP and (y) the Company shall have received an opinion from Wachtell, Lipton, Xxxxx & Xxxx, in each case, to the effect that the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any will not fail to satisfy the continuity of interest thereon (and such holder shall be treated requirement under Section 368 of the Code as a CX Xxxxxx)result thereof. The Company shall provide GTY reasonably give Parent prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandCommon Stock, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the The Company shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her CB Dissenting Shares (except dividends and distributions payable to stockholders without the written consent of record at a date which is prior to the Effective Time)Parent.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary, all shares of Universal Common Stock that are issued and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and convertedwhich are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who exercises dissenters' rights when and in the manner required under the General Corporation Law of the state of incorporation of Universal shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the "Dissenting Shares"), but instead such holder shall be entitled to only such rights as are granted with respect to the payment of the fair value of such shares under the applicable provisions of the General Corporation Law of the state of incorporation of Universal (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the General Corporation Law and this Section 1.4(d)), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Universal Common Stock under the applicable General Corporation Law. If any shareholder dissenting pursuant to the General Corporation Law and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's shares of Universal Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined for each such share of Universal Common Stock, in accordance with this Article 1Section 1.4(b), without any interest thereon thereon. Universal shall give MutualFirst (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably i) prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal written notices to exercise dissenters' rights in respect of any shares of Universal Common Stock, attempted withdrawals of such demand notices and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates General Corporation Law and received by Universal relating to such demand, shareholders' dissenters' rights and GTY shall have (ii) the opportunity and right to direct all participate in negotiations and proceedings with respect to such demandsdemands for fair value under the applicable General Corporation Law. Without Universal shall not, except with the prior written consent of GTYMutualFirst, the Company shall not voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demand for payment. From and after Any Merger Consideration made available to the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights Exchange Agent as (defined in Section 2.1) pursuant to the DGCL Article II to pay for shares of Universal Common Stock for which dissenters' rights have been perfected shall be entitled returned to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)MutualFirst upon demand.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the foregoing provisions of this Article 1 any CB contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and are held by Persons Stockholders who object have not voted in favor of the Mergers, consented thereto in writing, or otherwise contractually waived their rights to appraisal and who have complied with all of the Merger and comply with the relevant provisions of the DGCL concerning with respect to appraisal rights (the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares,” and such Persons, the holders thereof the “Dissenting Stockholders”) shall not be converted into a or be exchangeable for the right to receive any the applicable portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company other payments, in each case, in accordance with the DGCL; providedthis Agreement, however, that (i) if any unless and until such holder of Dissenting Shares Stockholders shall have failed to perfect or establish such holderDissenting Stockholder’s entitlement to appraisal rights as provided in under the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right their rights to appraisal and payment for such holder’s shares under the DGCL. Prior to Closing, 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably give Parent (i) prompt written (and, in any event, within one (1) Business Day) notice of any demands for appraisal of any Company Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for appraisal relating to stockholders’ rights of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandappraisal, and GTY shall have (ii) upon request thereafter by Parent, the opportunity and right to control and direct all negotiations and proceedings Legal Proceedings with respect to such demandsdemands for appraisal under the DGCL. Without Neither the Company, nor the Surviving Corporation, nor the Surviving Entity shall, except with the prior written consent of GTYParent, the Company shall not negotiate or voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From If any Dissenting Stockholder shall fail to perfect or establish such Dissenting Stockholder’s entitlement to appraisal rights under the DGCL or shall have effectively withdrawn or lost the right to dissent, then (A) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and (if such event occurs after Closing) shall be converted into and represent the right to receive the Per Share Merger Consideration applicable to such shares, payable in Parent Series H-1 Preferred Stock, the Seller Note and/or in cash as set forth in Section 2.07(a), together with the applicable Stockholder Escrow Pro Rata Share of each of the Escrow Amount and the Working Capital Escrow Amount and the applicable Stockholder Pro Rata Share of the Representative Expense Amount, that thereafter may be disbursed in favor of the Stockholders pursuant to Section 2.14 and (B) promptly following the occurrence of such event (if such event occurs after the Effective TimeClosing), no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant Parent shall remit to the DGCL shall be entitled Paying Agent (for further distribution to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect such holder), the amount contemplated by the foregoing clause (A) to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which such holder is prior to the Effective Time)entitled.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares extent available under the DGCL, such holder shall forfeit the right to appraisal any shares of such shares Company Common Stock or Preferred Stock issued and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share outstanding immediately prior to the Effective Time and convertedheld by a holder who timely delivers to Company such holder’s notice of intent to demand payment for such holder’s shares if the Merger is effected, which holder shall not have voted in favor of the Merger or consented thereto in writing and thereafter does not vote in favor of the Merger or consent thereto in writing and who is entitled to, and shall have demanded properly in writing, appraisal for such shares of Company Common Stock or Preferred Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares” and each holder of Dissenting Shares, a “Dissenting Stockholder”), shall not be converted into, or represent the right to receive, the Closing Date Payment and the Post-Closing Payment, if any. Such Dissenting Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by Dissenting Stockholders who shall have failed to perfect or who have withdrawn or otherwise lost their rights to appraisal of such Dissenting Shares under the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, into a the right to receive from the Surviving Company Closing Date Payment and the portion of Post-Closing Payment, if any, in the Merger Consideration deliverable manner provided in respect thereof as determined in accordance with this Article 1II, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)interest. The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without The Company shall give Parent (i) prompt written notice of any demands for appraisal of any shares of Company Common Stock or Preferred Stock pursuant to the prior written consent exercise of GTYappraisal rights, withdrawals of such demands, and any other instruments or notices served pursuant to the DGCL on the Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands in excess of the payment of the Closing Date Payment and the Post-Closing Payment, if any, in respect of any share of Company Common Stock or Preferred Stock without the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). From and after Compliance by the Effective Time, no stockholder Company in delivering notice of any statutory rights to dissent to holders of capital stock of the Company who has properly exercised and perfected appraisal rights pursuant to or in complying with the DGCL provisions related to dissenters’ rights shall be entitled to vote his or her CB Shares for not serve as any purpose or receive payment waiver of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders the rights of record at a date which is prior to the Effective Time)Company under Article IV of the Stockholders’ Agreement against any holder who dissents in the Merger.

Dissenting Shares. Notwithstanding Any shares of Panavision Common Stock issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time that are held by Persons any holder who object to has not voted in favor of the Merger or consented thereto in writing and comply with the provisions who shall have properly demanded and perfected appraisal of such shares of Panavision Common Stock pursuant to Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a the right to receive any the applicable portion of the Merger Consideration as determined pursuant to Section 3.1(d) and the holders thereof right to receive the applicable portion of the Panavision Contingent Shares as determined pursuant to Section 3.16(b), but instead shall be entitled to receive such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment(s) from the Surviving Company in accordance Corporation with respect to such Dissenting Shares as shall be determined pursuant to 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 the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or otherwise lost such holder’s right to appraisal dissent and demand payment for such holder’s shares of fair value under the DGCL, each such share of Panavision Common Stock held by such holder shall forfeit the right thereupon be deemed to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had have been a CB Share immediately prior to the Effective Time and convertedconverted into, as of the Effective Time, into a the right to receive from receive, without any interest thereon, the Surviving Company the applicable portion of the Merger Consideration deliverable in respect thereof as determined pursuant to Section 3.1(d) and the right to receive, without any interest thereon, the applicable portion of the Panavision Contingent Shares as determined pursuant to Section 3.16(b), and each such share of Panavision Common Stock shall no longer be a Dissenting Share. Prior to the Closing, Panavision shall give prompt notice to Acquiror of any written demands received by Panavision for payment of the fair value (as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice Section 262 of the DGCL) in respect of any shares of Panavision Common Stock and attempted withdrawals of such demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates to such demandand received by Panavision, and GTY Acquiror shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demandsdemands to the extent permitted by applicable Law. Without Prior to the Closing, Panavision shall not, except with the prior written consent of GTYAcquiror, the Company shall not voluntarily make or agree to make any payment with respect toto any demands for appraisals of shares of Panavision Common Stock, offer to settle or settle any demands or offer to settle, approve any withdrawal of any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding Each share of Common Stock or Preferred Stock issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time held by Persons stockholders who object to the Merger and comply shall have properly exercised their appraisal rights with the provisions respect thereto under Section 262 of the DGCL concerning (such shares of Common Stock, the rights "Dissenting Common Shares", such shares of holders Series A Preferred Stock, the "Dissenting Series A Preferred Shares", such shares of CB Shares to dissent from Series B Preferred Stock, the Merger "Dissenting Series B Preferred Shares", such shares of Series B1 Preferred Stock, the "Dissenting Series B1 Preferred Shares", such shares of Series C Preferred Stock, the "Dissenting Series C Preferred Shares", such shares of Series D Preferred Stock, the "Dissenting Series D Preferred Shares", such shares of Series E Preferred Stock, the "Dissenting Series E Preferred Shares", such shares of Preferred Stock, the "Dissenting Preferred Shares", and require appraisal of their CB Shares (“all such shares, collectively, the "Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a the right to receive any portion of the Merger applicable Common Stock Consideration and or Preferred Stock Consideration pursuant to the holders thereof Merger, but shall be entitled to such rights as are granted by receive payment of the DGCL. Each holder appraised value of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the provisions of Section 262 of the DGCL; provided, however, except that (i) if any each Dissenting Share held by a stockholder who shall thereafter withdraw his or her demand for appraisal or shall fail to perfect his or her right to such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights payment as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and Section 262 shall be treated as if it had been a CB Share immediately prior deemed to the Effective Time and be converted, as of the Effective Time, into a the right to receive from the Surviving Company applicable Common Stock Consideration or Preferred Stock Consideration in the portion form such holder otherwise would have been entitled to receive as a result of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Merger. The Dissenters Rights Company Representative shall provide GTY reasonably give Parent prompt written notice of any demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the DGCL and received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to in connection with the Company prior to the Effective Time pursuant to the DGCL that relates to such demandMerger, and GTY the Dissenters Rights Company Representative shall have the opportunity and right to direct and settle all negotiations and proceedings with respect to such demands. Without The Dissenters Rights Company Representative shall conduct all such negotiations and proceedings in good faith, and shall endeavor to resolve all such demands as promptly as practicable (and in any event prior to the termination of the Escrow Account pursuant to the terms of the Escrow Agreement). The Dissenters Rights Company Representative will not, except with the prior written consent of GTYParent (such consent not to be unreasonably withheld 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object anything to the Merger and comply contrary contained in this Agreement, if any Securityholder makes a demand for appraisal of such Securityholder’s Shares in accordance with the provisions of the DGCL concerning the rights of holders of CB (any such Shares being referred to dissent from the Merger and require appraisal of their CB Shares (as “Dissenting Shares” and until such Personstime that such Securityholder fails to perfect or otherwise loses such Securityholder’s appraisal rights under the DGCL with respect to such Shares), “the Dissenting Stockholders”) Shares held by such Securityholder shall not be converted into a or represent the right to receive any portion of the Total Merger Consideration in accordance with this Article II (and the holders thereof Evolent shall, pending resolution of such demand, retain any amounts that would otherwise be paid to such holder of Dissenting Shares pursuant to this Article II), but shall be entitled only to such rights as are granted by the DGCL. Each DGCL to a holder of Dissenting Shares who becomes entitled Shares. Subject to payment for such shares pursuant Section 9.2(e), following the Effective Time, the Surviving Entity shall be responsible to the DGCL shall receive payment therefor from the Surviving Company holders of Dissenting Shares in accordance with the DGCL; provided, however, that (i) if . If any such holder of Dissenting Shares shall have failed lose their status as such (through failure to establish such holder’s entitlement to appraisal rights perfect or otherwise), then, as provided in of the DGCL, or (ii) if any such holder date of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal loss of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under the DGCLstatus, such holder shares shall forfeit the right automatically be deemed to appraisal have been converted into as of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to the Effective Time and converted, as of shall represent only the Effective Time, into a right to receive from the Surviving Company the a portion of the Total Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1II, without interest thereon, upon delivery of (i) a Letter of Transmittal, executed and delivered by such Securityholder, together with any interest thereon Certificates formerly representing the Shares held by such Securityholder (and, in the case of any lost or damaged Certificates formerly representing the Shares held by such Securityholder, an affidavit of lost or damaged certificate in respect thereof), and (ii) a Release, executed and delivered by such holder Securityholder. Evolent shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably give the Securityholders’ Representative prompt written notice of any demands for appraisal received by the Company for appraisal Surviving Entity, withdrawals of CB Sharessuch demands, any withdrawal of any such demand and any other demand, notice similar instruments or instrument delivered to notices served upon the Company prior to the Effective Time Surviving Entity pursuant to the DGCL that relates to such demandDGCL, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL Securityholders’ Representative shall be entitled to vote his or her CB Shares for assume the negotiations, settlement and defense of any purpose or receive payment of dividends or other distributions with respect claims related to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)any Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares (the “Dissenting Shares”) of this Article 1 any CB Shares Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by Persons stockholders who object to did not vote in favor of the Merger (or consent thereto in writing) and who are entitled to demand and properly demand appraisal of such shares pursuant to, and who comply with in all respects with, the provisions of Section 262 of the DGCL concerning (the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) ), shall not be converted into a or be exchangeable for the right to receive any the applicable portion of the Aggregate Merger Consideration and the hereunder but instead such holders thereof shall be entitled to payment of the fair value of such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; providedprovisions of Section 262 of the DGCL (and at the Effective Time, however, that (i) if any such holder of Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holders shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, perfect or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for or lost rights to appraisal of such shares under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment for right, each of such holder’s shares under the DGCL, such holder of Company Common Stock or Preferred Stock shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall thereupon be treated as if it had been a CB Share immediately prior converted into and become exchangeable for the right to the Effective Time and convertedreceive, as of the Effective Time, into a right to receive from the Surviving Company the applicable portion of the Aggregate Merger Consideration deliverable in respect thereof as determined hereunder, in accordance with this Article 1Section 3.1(d), without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon. The Company shall provide GTY reasonably give Parent (i) prompt written notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for appraisal relating to stockholders’ rights of CB Sharesappraisal, any withdrawal of any such demand and any other demand, notice or instrument delivered (ii) the opportunity (to the Company prior extent reasonably practicable) to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Without Prior to the Effective Time, the Company shall not, without the prior written consent of GTY, the Company Parent (which consent shall not voluntarily be unreasonably withheld or delayed), make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Timedemands, no stockholder or agree to do any of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)foregoing.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply contrary, with respect to each RIMCO Common Share as to which the holder thereof shall have properly complied with the provisions of Section 262 of the DGCL concerning the as to appraisal rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (each, a “Dissenting Shares” and Share”), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (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 shall have failed fails to establish such holder’s his entitlement to appraisal rights as provided in the DGCL, DGCL or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares RIMCO Common Shares and such RIMCO Common Shares shall thereupon cease to constitute Dissenting Shares and if each such share RIMCO Common Share shall not constitute a Dissenting Share thereafter be deemed to have been converted into and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedhave become, as of the Effective Time, into a the right to receive from receive, without interest thereon, the Surviving Company the portion of the pro rata Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and allowable to such holder shares. RIMCO shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably give Whittier prompt written notice of any demands received by the Company RIMCO for appraisal of CB RIMCO Common Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY Whittier shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the Company RIMCO shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her CB Dissenting Shares (except dividends and distributions payable to stockholders without the written consent of record at a date which is prior to the Effective Time)Whittier.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article 1 Agreement to the contrary, shares of common stock of any CB Shares Merged Entity issued and outstanding immediately prior to the Effective Time and held by Persons a holder who object to the Merger has not voted in favor of adoption of this Agreement or consented thereto in writing and comply who has properly exercised dissenters’ rights or appraisal rights of such shares of common stock of any Merged Entity in accordance with the provisions Section 10-1321 of the DGCL concerning ARS (such shares being referred to collectively as the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and until such Persons, “Dissenting Stockholders”time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the ARS with respect to such Shares) shall not be converted into a right to receive any a portion of the Closing Per Share Merger Consideration and together with any amounts that may become payable as a result of the holders thereof adjustments in Section 3.3 hereof or the release of Escrow Shares, if any, but instead shall be entitled to only such rights as are granted by Article 2 of Chapter 13 of Title 10 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCLARS; provided, however, that (i) if any if, after the Effective Time, such holder of Dissenting Shares shall have failed fails to establish such holder’s entitlement to appraisal rights as provided in the DGCLperfect, withdraws or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost loses such holder’s right to appraisal and payment for pursuant to Article 2 of Chapter 13 of Title 10 of the ARS or if a court of competent jurisdiction shall determine that such holder’s shares under holder is not entitled to the DGCLrelief provided by Article 2 of Chapter 13 of Title 10 of the ARS, 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 they had been a CB Share immediately prior to the Effective Time and converted, converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Closing Per Share Merger Consideration deliverable together with any amounts that may become payable as a result of the adjustments in respect thereof as determined in accordance with this Article 1Section 3.3 hereof or the release of Escrow Shares, if any, to which such holder is entitled pursuant to Section 2.2(f), without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon. The Company Sellers shall provide GTY reasonably Purchaser prompt written notice of any demands received by the any Acquired Company for appraisal of CB Sharesshares of the Merged Entity, any withdrawal of any such demand and any other demand, notice or instrument delivered to the any Acquired Company prior to the Effective Time pursuant to the DGCL ARS that relates to such demand, and GTY Purchaser shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without Except with the prior written consent of GTYPurchaser, neither the Sellers nor any Acquired 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object Section 3.01(b) hereof, to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the extent that holders thereof shall be are entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 under Article 5.12 of the DGCLTBCA, or (ii) if any such holder shares of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal Company Common Stock issued and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and convertedheld by a holder who has properly exercised and perfected his or her demand for appraisal rights under Article 5.12 of the TBCA (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Article 5.12 of the TBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall cease to have any rights with respect thereto, except the right to receive such consideration as shall be determined pursuant to Article 5.12 of the TBCA); provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his or her right to appraisal and payment under the TBCA, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation (and such holder not the Company, Mergerco or either Parent) and the Aggregate Merger Consideration shall be treated reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a CX Xxxxxx)shareholder on the Closing Date. The Company shall provide GTY reasonably prompt written give the Parents notice of any all demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY Parents shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demandsall holders of Dissenting Shares. Without The Company shall not, except with the prior written consent of GTYthe Parents, 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 stockholder payment from any holder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)Dissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article 1 any CB Shares ZMP Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by Persons a stockholder who object has the right (to the Merger extent such right is available by law) to demand and comply with the provisions receive payment of the DGCL concerning the rights fair value of holders of CB Shares such holder's stock pursuant to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) California law shall not be converted into a the right to receive any portion of the Merger Consideration (unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such right under California law, as the holders case may be) (such shares, the "Dissenting Shares"), but the holder thereof shall only be entitled to such rights as are granted by California law. If such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right, such holder's shares of ZMP Common Stock shall thereupon no longer be Dissenting Shares, but shall be deemed to have been converted at the DGCLEffective Time into the right to receive the Merger Consideration (without any interest thereon), and the Merger Consideration payable in respect thereof and in respect of all other ZMP Shares shall be adjusted to yield the results that would have obtained if such shares had been treated as ZMP Shares rather than Dissenting Shares at the Closing. Each If the holder of Dissenting Shares who becomes any shares of ZMP Common Stock shall become entitled to receive payment for such shares pursuant to Section 1300 of the DGCL California Corporations Code ("Section 1300 Payment") then such payment shall receive payment therefor from be made by the Surviving Company Corporation with no cost or other liability to any of the Selling Shareholders or the Shareholders' Representative, except as provided or referred to in accordance the next sentence. Pursuant to Section 7.1(4), the Buyer Indemnitees shall be indemnified against all Losses incurred by them (including Section 1300 Payments and payments required hereunder out of the Dissenting Share Amount) in connection with or as a result of the DGCL; provided, however, that (i) if any such holder existence of Dissenting Shares shall have failed at the Closing if and to establish the extent that such holder’s entitlement to appraisal rights as provided in Losses or payments exceeds the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)Amount.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 1, any CB eCivis Shares held by Persons who object to the Merger and comply with the provisions of the DGCL Delaware General Corporation Law concerning the rights of holders of CB eCivis Shares to dissent from the Merger and require appraisal of their CB eCivis Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCLDelaware General Corporation Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL Delaware General Corporation Law shall receive payment therefor from the Surviving Company in accordance with the DGCLDelaware General Corporation Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to TABLE OF CONTENTS​ appraisal rights as provided in the DGCLDelaware General Corporation Law, 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 the DGCLDelaware General Corporation Law, 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 CB eCivis Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX XxxxxxeCivis Holder). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB eCivis Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL Delaware General Corporation Law that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL Delaware General Corporation Law shall be entitled to vote his or her CB eCivis Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB eCivis Shares (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 foregoing provisions contrary, shares of this Article 1 any CB Shares Microgyn capital stock which are held by Persons who object to any person or entity exercising the Merger and comply with the provisions appraisal rights delineated in Sections 85-98 of the DGCL concerning MBCL or which remain eligible at the Effective Time to exercise such rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Personscollectively, “Dissenting Stockholders”"DISSENTING SHARES") shall will not (except as provided below) be converted into or represent a right to receive any portion of the Merger Consideration and consideration described in Sections 1.3(a)-(d), but the holders thereof shall will be entitled only to such rights as are granted by the DGCLMBCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares therefor pursuant to the DGCL shall MBCL will receive payment therefor from the Surviving Company Corporation in accordance with the DGCLMBCL; providedPROVIDED, howeverHOWEVER, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s his entitlement to appraisal dissenter's rights as provided in the DGCLMBCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of such shares purchase thereof or lost such holder’s his right to appraisal purchase and payment for such holder’s shares therefor under the DGCLMBCL, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in the MBCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of demand repurchase with respect to such shares of Microgyn capital stock and each such share shares of Microgyn shall not constitute a Dissenting Share and shall thereupon be treated as if it had deemed to have been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a and represent the right to receive from the Surviving Company the portion of the Merger Consideration deliverable consideration described in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX XxxxxxSections 1.3(a)-(d). The Company shall provide GTY reasonably Microgyn will give Conceptus prompt written notice of any written demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand purchase and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Sections 85-98 of the DGCL that relates to such demand, MBCL and GTY shall have the opportunity received by Microgyn and right to direct all will cooperate with Conceptus in any negotiations and or proceedings with respect to such demandsdemands for purchase under the MBCL. Without Microgyn will not, without the prior written consent of GTYConceptus, the Company shall not voluntarily make any payment with respect to, or settle to any demands for purchase or offer to settle, settle or settle any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply contrary, with respect to each share of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of Section 262 of the DGCL concerning the as to appraisal rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (each, a “Dissenting Shares” and Share”), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (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 shall have failed fails to establish such holder’s his entitlement to appraisal rights as provided in the DGCL, DGCL or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Election Deadline, each such share of Company Common Stock shall not constitute a Dissenting Share thereafter be deemed to have been converted into and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedhave become, as of the Effective Time, the right to receive, without interest thereon, the Per Share Stock Consideration; provided that Parent shall be entitled to convert each such share into a the right to receive from the Surviving Company the portion Per Share Cash Consideration or a combination of the Per Share Cash Consideration and Per Share Stock Consideration if Parent shall have received an opinion from Xxxxxxx Xxxx stating that the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any shall not fail to satisfy the continuity of interest thereon (and such holder shall be treated requirement under Section 368 of the Code as a CX Xxxxxx)result thereof. The Company shall provide GTY reasonably give Parent prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandCommon Stock, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the The Company shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her CB Dissenting Shares (except dividends and distributions payable to stockholders without the written consent of record at a date which is prior to the Effective Time)Parent.

Dissenting Shares. Notwithstanding the foregoing provisions Any holder of this Article 1 any CB Shares held by Persons shares of Duke Common Stock who object shall have exercised rights to dissent with respect to the Duke Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCLNCBCA and who has properly exercised such holder’s rights to demand payment of the “fair value” of the holder’s shares of Duke Common Stock (the “Dissenting Shares”) as provided in the NCBCA (the “Dissenting Shareholder”) shall thereafter have only such rights, if any, as are provided a Dissenting Shareholder in accordance with the NCBCA and shall have no rights to receive the Merger Consideration pursuant to Section 2.01 (provided, that nothing contained herein shall limit such Dissenting Shareholder’s rights to the payment of all declared and unpaid dividends on Duke Common Stock); provided, however, that if a Dissenting Shareholder shall fail to properly demand payment (iin accordance with the NCBCA) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right rights to appraisal and payment for such holder’s shares relief as a Dissenting Shareholder under the DGCLNCBCA, then such holder Dissenting Shareholder’s Dissenting Shares automatically shall forfeit cease to be Dissenting Shares and shall be converted into and represent only 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 CB Share immediately prior to the Effective Time and convertedreceive, as upon surrender of the Effective TimeCertificate representing the Dissenting Shares, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable pursuant to Section 2.01 and declared and unpaid dividends or other distributions as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (Section 2.02(b) and such holder shall be treated as a CX XxxxxxSection 2.02(c). The Duke shall give Cinergy and the Company shall provide GTY reasonably prompt written notice of any demands received by Duke prior to the Company for appraisal of CB SharesDuke Effective Time, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates NCBCA and received by Duke relating to such demandDuke’s shareholders rights of dissent under the NCBCA, and GTY Duke and Cinergy shall have the opportunity and right cooperate with respect to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary, any share of Company Capital Stock that is issued and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and converted, as which is held by a stockholder who did not consent to or vote in favor of the Effective Timeapproval of this Agreement, which stockholder complies with all of the provisions of Delaware Law or, if applicable, California Law, relevant to the exercise and perfection of appraisal or, if applicable, dissenters’ rights (such share being a “Dissenting Share,” and such stockholder being a “Dissenting Stockholder”), shall not be converted into a the right to receive from the Surviving Company consideration to which the portion holder of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1such share would be entitled pursuant to Section 2.6, without any interest thereon (and such holder but rather shall be treated converted into the right to receive such consideration as a CX Xxxxxx)may be determined to be due with respect to such Dissenting Share pursuant to Delaware Law or, if applicable, California Law. If any Dissenting Stockholder fails to perfect such stockholder’s appraisal or, if applicable, dissenters’, rights under Delaware Law or, if applicable, California Law, or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares shall thereupon automatically be converted into the right to receive the applicable amounts provided in Section 2.6, pursuant to the exchange procedures set forth in Section 2.7. The Company shall provide GTY reasonably prompt written will promptly give Parent notice of any demands received by the Company for appraisal or, if applicable, dissenters’ rights, attempted withdrawals of CB Sharessuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered instruments served pursuant to applicable Law received by the Company prior with respect to the Effective Time pursuant to the DGCL that relates to such demandits stockholders’ appraisal or, and GTY if applicable, dissenters’, rights. Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the Delaware Law or, if applicable, California Law. Without Prior to the Effective Time, the Company shall not, without the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect toto any demands regarding appraisals of or payments for Dissenting Shares, offer to settle or settle or offer to settle, any such demand for paymentdemands or approve any withdrawal of any such demands. From and after the Effective Time, no stockholder of the The Company who has properly exercised and perfected appraisal rights shall comply with its obligations pursuant to Section 1301(a) of California Law within ten calendar days following the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment date of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)this Agreement.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions of this Article 1 contrary, any CB issued and outstanding Shares held by Persons a person who object is entitled to appraisal rights under Section 262 of the Merger DGCL and comply has complied with all the provisions of the DGCL concerning the rights right of holders of CB Shares to dissent from the Merger and require appraisal of their CB such Shares (such shares, “Dissenting Shares,” and such Personseach holder of Dissenting Shares, a “Dissenting StockholdersStockholder”) shall not be converted into a the right to receive the Merger Consideration as described in Section 2.01(a)(i), but shall instead become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws such Dissenting Stockholder’s demand for appraisal or fails to perfect or otherwise loses such Dissenting Stockholder’s right of appraisal with respect to such Shares, in any portion case pursuant to the DGCL, such Shares shall be deemed not to be Dissenting Shares and shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration as described in Section 2.01(a)(i) for each such Share, without interest and subject to Section 2.05, and the Surviving Corporation shall remain liable for delivery of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Shares. The Company shall provide GTY reasonably give Parent (a) prompt written notice of any written demands for appraisal of Shares received by the Company for appraisal Company, withdrawals of CB Shares, any withdrawal of any such demand demands and any other demand, notice or instrument delivered to instruments served on the Company prior pursuant to Section 262 of the Effective Time DGCL and (b) the opportunity to participate, at Parent’s sole cost and expense, in all negotiations and Proceedings with respect to demands for appraisal pursuant to the DGCL that relates to such demandDGCL. The Company shall not, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without without the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands. From and after the Effective TimeFor purposes of this Section 2.04, no stockholder “participate” means that Parent will be kept apprised of the Company who has properly exercised proposed strategy and perfected other significant decisions with respect to demands for appraisal rights pursuant to the DGCL shall be entitled in respect of any Dissenting Shares (to vote his the extent that the attorney-client privilege between the Company and its counsel is not undermined or her CB Shares for any purpose otherwise affected) and may offer comments or receive payment of dividends or other distributions suggestions with respect to his such demands, but Parent will not be afforded any decision-making power or her CB Shares (other authority over such demands except dividends and distributions payable to stockholders of record at a date which is prior to for the Effective Time)payment, settlement or compromise consent set forth above.

Dissenting Shares. Notwithstanding the foregoing any other provisions of this Article 1 any CB Shares Agreement, shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by Persons a holder who object to has not voted such shares of capital stock of the Company in favor of the Merger and comply with who has delivered a written demand for relief as a dissenting stockholder in the provisions manner provided by DGCL and who, as of the DGCL concerning the rights of holders of CB Shares Effective Time, shall not have effectively withdrawn or lost such right to dissent from the Merger and require appraisal of their CB Shares relief as a dissenting stockholder (“Dissenting Shares” and such Persons, “Dissenting Stockholders”"DISSENTING SHARES") shall not be converted into a right to receive any portion of the Merger Consideration and the Per Share Amount. The holders thereof shall be entitled only to such rights as are granted by the Section 262 of DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Dissenting Shares pursuant to the Section 262 of DGCL shall receive payment therefor from the Surviving Company Corporation in accordance with the DGCL; providedPROVIDED, howeverHOWEVER, that (i) if any such holder of Dissenting Shares (i) shall have failed to establish such holder’s his entitlement to appraisal rights relief as a dissenting stockholder as provided in the Section 262 of DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of relief as a dissenting stockholder with respect to such shares Dissenting Shares or lost such holder’s his right to appraisal relief as a dissenting stockholder and payment for such holder’s shares his Dissenting Shares under Section 262 of 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 DGCL, such holder shall forfeit the right to appraisal of relief as a dissenting stockholder with respect to such shares Dissenting Shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to converted into the Effective Time and converted, as of the Effective Time, into a right to receive the Per Share Amount from the Surviving Company the portion of the Merger Consideration deliverable Corporation as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 2.2. The Company shall provide GTY reasonably give Recap prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandfor relief as a dissenting stockholder, and GTY Recap shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYRecap, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; provided, however, that (i) if any such holder extent available under Section 262 of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder share of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal Company Stock that is issued and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and converted, as that is held by a Common Stockholder or Company Preferred Stockholder who did not consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the Effective Timeadoption of this Agreement, which Common Stockholder or Company Preferred Stockholder complies with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights (such share being a “Dissenting Share,” and such Common Stockholder or Company Preferred Stockholder being a “Dissenting Stockholder”), shall not be converted into a the right to receive from the Surviving Company consideration to which the portion holder of such share would be entitled pursuant to Section 1.04 but rather shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to Section 262 of the DGCL. If any Dissenting Stockholder fails to perfect such stockholder’s appraisal rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares shall thereupon automatically be converted into the right to receive the consideration referred to in Section 1.04, pursuant to the exchange procedures set forth in Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, if the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1is rescinded or abandoned, without any interest thereon (and then the right of a Stockholder to be paid the fair value of such holder holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall be treated as a CX Xxxxxx)cease. The Company shall provide GTY reasonably prompt written give Parent (a) notice of any demands received by demand for payment of the fair value of any shares of Company for appraisal of CB Shares, Stock or any attempted withdrawal of any such demand for payment and any other demand, notice or instrument delivered to the Company prior to the Effective Time served pursuant to the DGCL that relates and received by the Company relating to such demand, any Stockholder’s appraisal rights and GTY shall have (b) the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demandsdemands for payment under the DGCL. Without the prior written consent of GTY, the The Company shall not (x) voluntarily make any payment with respect to, to any demand for appraisal with respect to any Dissenting Shares and/or (y) offer to settle or settle any demand, in either case, without the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or offer delayed). Notwithstanding the foregoing, to settle, the extent that Parent or the Surviving Corporation (i) makes any such demand for payment. From and after the Effective Time, no stockholder payment or payments in respect of any Dissenting Shares in excess of the Company who has properly exercised Merger Consideration that otherwise would have been payable in respect of such Dissenting Shares in accordance with this Agreement (valuing the Parent Common Stock at the Final Closing Date Price) or (ii) incurs, suffers or sustains any Losses in respect of any Dissenting Shares (excluding payments for such shares) ((i) and perfected appraisal rights pursuant to the DGCL (ii) together “Dissenting Share Payments”), Parent shall be entitled to vote his or her CB Shares for any purpose or receive payment recover the amount of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders such Dissenting Share Payments under the terms of record at a date which is prior to the Effective Time)Article VIII hereof.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply contrary, with respect to each share of Seller Common Stock as to which the holder thereof shall have properly complied with the provisions of the DGCL concerning the Chapter 23B.13 of Washington Law as to dissenters’ rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (each, a “Dissenting Shares” and Share”), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the DGCLprovisions of Chapter 23B. 13 of Washington 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 Shares, under the circumstances permitted by and in the DGCLaccordance with Washington Law, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn affirmatively withdraws such holder’s demand for appraisal of such shares or lost Dissenting Shares, (ii) if any holder of Dissenting Shares fails to establish such holder’s right entitlement to appraisal and dissenters’ rights as provided in Washington Law 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 such holder’s shares under the DGCLWashington Law, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Seller Common Stock and each such share shares of Seller Common Stock shall not constitute a Dissenting Share and shall thereupon be treated as if it had deemed to have been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a and represent the right to receive from the Surviving Company the portion of the Merger Consideration deliverable payable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and of such holder shall be treated as a CX Xxxxxx)shares of Seller Common Stock. The Company Seller shall provide GTY reasonably give Buyer prompt written notice of any demands received by the Company Seller for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandSeller Common Stock, and GTY Buyer shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the Company The Seller shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her CB Dissenting Shares (except dividends and distributions payable to stockholders without the written consent of record at a date which is prior to the Effective Time)Buyer.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, shares of this Article 1 any CB Shares Company Common Stock issued and outstanding immediately prior to the Effective Time and held by Persons a shareholder who object to has not voted in favor of the Merger or consented thereto in writing and comply who has complied with the applicable provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares MBCA (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive the Merger Consideration, unless such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a shareholder who has properly exercised such appraisal rights shall not have any portion rights of a shareholder of Company or the Surviving Entity with respect to shares of Company Common Stock, except those provided under applicable provisions of the Merger Consideration and the holders thereof MBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from of the Surviving appraised value of each share of Company Common Stock held by him or her in accordance with the DGCL; providedapplicable provisions of the MBCA, howeverunless, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and converted, as of after the Effective Time, such shareholder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such shares of Company Common Stock shall be converted into a and represent only the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon, upon surrender of his, her or its Certificates pursuant to Section 2.05. The Company shall provide GTY reasonably give Buyer prompt written notice of any written demands received by the Company for appraisal appraisal, attempted withdrawals of CB Sharessuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates applicable Law received by Company relating to such demand, and GTY shareholders’ rights of appraisal. Buyer shall have the opportunity and right to direct all discussions, negotiations and proceedings with respect to any such demandsdemands for appraisal. Without Company shall not, except with the prior written consent of GTYBuyer, the Company shall not voluntarily make make, or offer to make, any payment with respect to, or settle or offer to settle, any such demand for paymentappraisal. From and after Company shall not waive any failure to timely deliver a written demand for appraisal or the Effective Time, no stockholder taking of the Company who has properly exercised and perfected any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights pursuant to under the DGCL MBCA. Any payments made in respect of Dissenting Shares shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to made by Buyer as the Effective Time)Surviving Entity.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply contrary, with respect to each share of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of Section 262 of the DGCL concerning the as to appraisal rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (each, a “Dissenting Shares” and Share”), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (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 shall have failed fails to establish such holder’s his entitlement to appraisal rights as provided in the DGCL, DGCL or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Election Deadline, each such share of Company Common Stock shall not constitute a Dissenting Share thereafter be deemed to have been converted into and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedhave become, as of the Effective Time, the right to receive, without interest thereon, the Per Share Stock Consideration; provided that Parent shall be entitled to convert each such share into a the right to receive from the Surviving Company the portion Per Share Cash Consideration or a combination of the Per Share Cash Consideration and Per Share Stock Consideration if Parent shall have received an opinion from Xxxxxxxx & Xxxxxx, LLP stating that the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any shall not fail to satisfy the continuity of interest thereon (and such holder shall be treated requirement under Section 368 of the Code as a CX Xxxxxx)result thereof. The Company shall provide GTY reasonably give Parent prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandCommon Stock, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the The Company shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her CB Dissenting Shares (except dividends and distributions payable to stockholders without the written consent of record at a date which is prior to the Effective Time)Parent.

Dissenting Shares. Notwithstanding Shares of Company Capital Stock held by stockholders of the foregoing provisions Company who have not voted in favor of the adoption of this Article 1 any CB Shares held by Persons Agreement or consented thereto in writing and who object have properly exercised and preserved appraisal rights with respect to the Merger and comply those shares in accordance with the provisions Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into or represent a right to receive any portion shares of the Merger Consideration and Parent Common Stock, pursuant to Section 2.3 above, 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 Company in accordance with the DGCLsuch laws; 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or failed to perfect or lost such holder’s right to appraisal and payment for of such holder’s 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 each such share shall not constitute a Dissenting Share thereupon be deemed to have been cancelled, extinguished and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedexchanged, as of the Effective Time, into a and represent the right to receive from the Surviving Company the portion Parent shares of the Merger Consideration deliverable Parent Common Stock, as provided in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)Section 2.3 above. The Company shall provide GTY reasonably Parent with (i) prompt written notice of any demands received by the Company for appraisal of CB Sharesshares of Company Capital Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have (ii) the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without Except with the prior written consent of GTYParent, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands. From Any payments in respect of Dissenting Shares will be deemed made by the Surviving Company, and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends funds or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)property will be provided by Merger Sub.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article 1 any CB Agreement to the contrary and to the extent available under the Cayman Companies Act, including Section 3.1, eLMTree Ordinary Shares issued and outstanding immediately prior to the Effective Time held by Persons holders who object to have validly exercised, or have not otherwise lost, their dissenters’ rights for such eLMTree Ordinary Shares in accordance with this Section 3.3 and Section 238 of the Merger Cayman Companies Act and comply otherwise complied with all of the provisions of the DGCL concerning Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights of holders of CB (such eLMTree Ordinary Shares being referred to dissent from collectively as the Merger and require appraisal of their CB Shares (“Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s dissenter’s rights under the Cayman Companies Act with respect to such eLMTree Ordinary Shares, and such Personsholders of the Dissenting Shares collectively, the “Dissenting StockholdersShareholders”) shall be cancelled and cease to exist at the Effective Time and the Dissenting Shareholders shall not be converted into a right entitled to receive any portion of the Per Share Merger Consideration and the holders thereof Consideration, but instead shall be entitled only to receive the payment of the fair value of such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company held by them determined in accordance with Section 238 of the DGCLCayman Companies Act; provided, however, that (i) if if, after the Effective Time, any such holder of Dissenting Shares shall have failed Shareholder fails to establish such holder’s entitlement to appraisal rights as provided in the DGCLvalidly exercise or perfect, withdraws or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost loses such holder’s right to appraisal pursuant to this Section 3.3 and payment for Section 238 of the Cayman Companies Act or if a court of competent jurisdiction shall determine that such holder’s shares under Dissenting Shareholder is not entitled to the DGCLrelief provided by Section 238 of the Cayman Companies Act, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and eLMTree Ordinary Shares shall be treated as if it they had been a CB Share immediately prior cancelled and ceased to the Effective Time exist and converted, they had been converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Per Share Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, if any, to which such Dissenting Shareholder is entitled pursuant to Section 3.1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon. The Company Best Assistant shall provide GTY reasonably XXXX prompt written notice of any written objections to the Merger or other demands received by eLMTree for the Company for exercise of dissenter rights in respect of the Merger or appraisal of CB ShareseLMTree Ordinary Shares according to the Cayman Companies Act, any written withdrawal of any such objection or demand and any other written demand, notice or instrument delivered to the Company eLMTree prior to the Effective Time pursuant to the DGCL Cayman Companies Act that relates to such objection or demand, and GTY XXXX shall have the opportunity and right be consulted with respect to direct all material negotiations and proceedings with respect to such objection or demands. Without Except with the prior written consent of GTYXXXX, the Company eLMTree 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his objection or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding Section 2.1, Shares which are issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and which are held by Persons a holder who object 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 Effective Time, shall otherwise have properly exercised and perfected and not effectively withdrawn or lost such appraisal rights pursuant to the Merger and comply with the provisions Section 262 of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting StockholdersDISSENTING SHARES”) shall not be converted into a right to receive any portion of the Merger Consideration and the Consideration. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company 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 his entitlement to appraisal rights as provided in Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s his demand for appraisal of such shares Shares or lost such holder’s his right to appraisal and payment for such holder’s shares his Shares under Section 262 of the DGCL or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a 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 appraisal of such shares Shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon (and such holder shall be treated thereon, as a CX Xxxxxx)provided in Section 2.1 hereof. The Company shall provide GTY reasonably give Parent prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without The Company shall not, except with the prior written consent of GTYParent, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding anything to the foregoing provisions contrary in this Agreement, but only to the extent required by the DGCL, shares of this Article 1 any CB Shares Company Common Stock issued and outstanding immediately prior to the Effective Time and held by Persons a holder who object to the Merger and comply has properly exercised his, her or its appraisal rights in accordance with the provisions of DGCL (collectively, the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a the right to receive any the applicable portion of the Merger Consideration and the holders thereof Consideration, but instead shall be entitled to such rights as are granted by payment of the DGCL. Each holder fair value of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of the DGCL; provided), howeverunless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his, that (i) her or its appraisal rights, if any, under the DGCL. If any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, perfect 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 rights, then such holder’s shares under the DGCL, such holder of Company Common Stock shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall thereupon be treated as if it they had been a CB Share immediately prior converted into and become exchangeable for the right to the Effective Time and convertedreceive, as of the Effective Time, into a right to receive from the Surviving Company the applicable portion of the Merger Consideration deliverable in respect thereof as determined for each such share of Company Common Stock, in accordance with this Article 1Section 2.8(a), without any interest thereon (thereon. Any portion of the funds made available to the Paying Agent pursuant to Section 3.1 that is not distributed to holders of shares of Company Common Stock pursuant to the other provisions of this Article 3 because such holders properly exercised and perfected their appraisal rights with respect thereto in accordance with the DGCL may be paid to the holders of such holder shall be treated as a CX Xxxxxx)Dissenting Shares upon written instructions from Parent to the Paying Agent. The Company shall provide GTY reasonably prompt written Parent notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY related thereto. Parent shall have the opportunity and right to direct participate in and control all negotiations and proceedings with respect to such demandsthe exercise of appraisal rights under the DGCL. Without The Company shall not, without the prior written consent of GTYParent, 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 Timedemands, no stockholder or agree to do any of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)foregoing.

Dissenting Shares. Notwithstanding Each share of Company Stock issued and outstanding immediately prior to the foregoing provisions Effective Time, the holder of this Article 1 any CB Shares held by Persons who object to which has not voted in favor of the Merger and comply who has properly demanded and perfected such holder’s dissenter’s rights of appraisal in accordance with the provisions Section 0-000-000, et seq., of the DGCL concerning the rights of holders of CB Shares CBCA, is referred to dissent from the Merger and require appraisal of their CB Shares (herein as a “Dissenting SharesShare.” and such PersonsNotwithstanding anything in this Agreement to the contrary, “each Dissenting Stockholders”) Share shall not be converted into a or represent the right to receive any portion of the Per Share Merger Consideration pursuant to this Article III and the holders thereof shall be entitled only to such rights as are granted by available to such holder pursuant to the DGCLapplicable provisions of the CBCA. Each holder of Dissenting Shares who becomes shall be entitled to payment for receive the value of such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company Dissenting Shares held by such holder in accordance with the DGCL; providedapplicable provisions of the CBCA, however, provided that (i) if any such holder complies with the procedures contemplated by and set forth in the applicable provisions of the CBCA. If any holder of any Dissenting Shares shall have failed to establish effectively withdraws or loses such holder’s entitlement to appraisal dissenter’s rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under the DGCLapplicable provisions of the CBCA, 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 deemed to have been a CB Share immediately prior converted into and to the Effective Time and convertedhave become exchangeable for, as of at the Effective Time, into a the right to receive from the Surviving Company the portion of the Per Share Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)in accordance with the provisions of this Article III. The Company shall provide GTY reasonably give Guaranty: (a) prompt written notice of any written demands received by the Company for appraisal fair value, attempted withdrawals of CB Shares, any withdrawal of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates Applicable Law relating to such demand, shareholders’ demands for fair value; and GTY shall have (b) the opportunity and right to direct all negotiations and proceedings with respect to such demandsdemands for fair value under the CBCA or any other Applicable Law. Without The Company shall not, except with the prior written consent of GTYGuaranty, the Company shall not voluntarily make any payment with respect toto any demands for fair value of Dissenting Shares, offer to settle or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions For purposes of this Article 1 any CB Shares held by Persons who object Agreement, “Proposed Dissenting Shares” means shares of FBBI Common Stock whose holders provide notice of dissent to FBBI prior to the Merger FBBI Shareholder Meeting and comply do not vote in favor of the Merger, in each case in accordance with §607.1321 of the FSA, and “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have properly taken all additional steps necessary to exercise their dissenters’ rights, if any, under the FSA. Each outstanding Perfected Dissenting Share will be converted into the rights provided under the applicable provisions of the DGCL concerning FSA (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the rights of holders of CB Shares to dissent from Effective Time), unless the Merger and require appraisal of their CB Shares holder thereof withdraws his or her demand for payment, in which case each such share (a “Withdrawn Dissenting Shares” and such Persons, “Dissenting StockholdersShare”) shall not be deemed to have been converted at the Effective Time into a the right to receive from Purchaser the Merger Consideration, without any portion interest (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the Merger Consideration and Effective Time). To the holders thereof extent that a holder of Proposed Dissenting Shares fails to perfect such holder’s dissenters’ rights as provided by applicable law, such Proposed Dissenting Shares shall be entitled to such rights treated as are granted by the DGCLWithdrawn Dissenting Shares under this Agreement. Each holder of Perfected Dissenting Shares who becomes entitled to payment for such shares his or her FBBI Common Stock pursuant to the DGCL provisions of the FSA shall receive payment therefor for such Perfected Dissenting Shares from the Surviving Company Purchaser in accordance with the DGCL; provided, however, that FSA. FBBI shall give Purchaser (i) if prompt notice of any such holder notice or demand for appraisal or payment for shares of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or FBBI Common Stock received by FBBI and (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 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity to participate in and right to direct all negotiations and proceedings with respect to any such demandsdemand or notices. Without FBBI shall not, without the prior written consent of GTYPurchaser, the Company shall not voluntarily make any payment with respect to, or settle, offer to settle or offer to settle, otherwise negotiate any such demand for paymentdemands. From Perfected Dissenting Shares, Withdrawn Dissenting Shares and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant Proposed Dissenting Shares are collectively referred to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)herein as “Dissenting Shares.”

Dissenting Shares. Notwithstanding Common Shares and Preferred Shares that are issued and outstanding immediately prior to the foregoing provisions of this Article 1 any CB Shares Effective Time and that are held by Persons a Shareholder who object to has not voted such shares in favor of the Merger and comply with who has demanded or may properly demand appraisal rights in the manner provided under applicable provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares Oregon Law (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any a portion of the Merger Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders thereof of Dissenting Shares shall be entitled only to such rights as are granted by under applicable provisions of the DGCLOregon Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL applicable provisions of Oregon Law shall receive payment therefor from the Surviving Company in accordance with the DGCLOregon Law; provided, however, that (ia) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCLunder applicable provisions of Oregon Law, or (iib) 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 the right to appraisal and payment for such holder’s shares under the DGCLapplicable provisions of Oregon Law, such holder of Dissenting Shares 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 CB Share immediately prior to the Effective Time and convertedbeen, as of the Effective Time, converted into a right to receive from the Surviving Company the applicable portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon (and such holder shall be treated thereon, as a CX Xxxxxx)provided in Section 2.3 of this Agreement. The Company shall provide GTY reasonably give the Acquiror prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand Common Shares or Preferred Shares and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY Acquiror shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands, provided that the Acquiror shall not have authority to bind the Company in such negotiations and proceedings. Without The Company shall not, except with the prior written consent of GTYthe Acquiror, 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 demands, with respect to any holder of Dissenting Shares before the Effective Time. Notwithstanding the foregoing, no stockholder as provided in Article VI, it is a condition to the Acquiror’s obligations pursuant to this Agreement that holders of Company Shares representing in excess of 95% of the issued and outstanding Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is immediately prior to the Effective Time)Time shall not have demanded payment or exercised appraisal rights under applicable provisions of Oregon Law.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 1, any CB Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX XX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (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 foregoing provisions contrary, shares of this Article 1 any CB Shares Company Common Stock issued and outstanding immediately prior to the Effective Time and held by Persons a shareholder who object to has not voted in favor of the Merger or consented thereto in writing and comply who has complied with the applicable provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares FBCA (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive the Merger Consideration, unless such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a shareholder who has properly exercised such appraisal rights shall not have any portion rights of a shareholder of Company or the Surviving Entity with respect to shares of Company Common Stock, except those provided under applicable provisions of the Merger Consideration and the holders thereof FBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from of the Surviving appraised value of each share of Company Common Stock held by him in accordance with the DGCL; providedapplicable provisions of the FBCA, howeverunless, that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and converted, as of after the Effective Time, such shareholder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such shares of Company Common Stock shall be converted into a and represent only the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon, upon surrender of his, her or its Certificates pursuant to Section 2.06. The Company shall provide GTY reasonably give Buyer prompt written notice of any written demands received by the Company for appraisal appraisal, attempted withdrawals of CB Sharessuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates applicable Law received by Company relating to such demand, and GTY shareholders’ rights of appraisal. Buyer shall have the opportunity and right to direct all discussions, negotiations and proceedings with respect to any such demandsdemands for appraisal. Without Company shall not, except with the prior written consent of GTYBuyer, the Company shall not voluntarily make make, or offer to make, any payment with respect to, or settle or offer to settle, any such demand for paymentappraisal. From and after Company shall not waive any failure to timely deliver a written demand for appraisal or the Effective Time, no stockholder taking of the Company who has properly exercised and perfected any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights pursuant to under the DGCL FBCA. Any payments made in respect of Dissenting Shares shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to made by Buyer as the Effective Time)Surviving Entity.

Dissenting Shares. Notwithstanding the foregoing provisions or any other provision of this Article 1 any CB Shares Agreement to the contrary, in the event, and only in the event, that the Merger is approved by less than 90% of the outstanding UNC Common Stock Equivalents entitled to vote at the UNC Stockholders' Meeting, UNC Common Stock Equivalents held by Persons any holder who object shall have taken the necessary steps under the DGCL to dissent and demand payment and is otherwise entitled to such payment under the DGCL, if the DGCL provides for such payment in connection with the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a the right to receive any portion of the Merger Consideration at or after the Effective Time unless and until the holders thereof shall be entitled to holder of such rights as are granted Dissenting Shares withdraws his or her demand for such appraisal with the consent of UNC, if required by the DGCL. Each holder of Dissenting Shares who , or becomes entitled to payment ineligible for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; provided, however, that (i) if any such appraisal. If a holder of Dissenting Shares shall have failed to establish withdraw his or her demand for such holder’s entitlement to appraisal rights as provided in with the consent of UNC, if required by the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment become ineligible for such holder’s shares under the DGCLappraisal (through failure to perfect or otherwise), 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 CB Share immediately prior to the Effective Time and convertedthen, as of the Effective TimeTime or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into a and represent the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon provided above. UNC shall give Greenwich (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably i) prompt written notice of any written demands received by the Company for appraisal, withdrawals of demands for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Section 262 of the DGCL that relates to such demandreceived by UNC, and GTY shall have (ii) the opportunity and right to direct all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 262 of the DGCL. Without the prior written consent of GTY, the Company shall UNC will not voluntarily make any payment with respect toto any demands for appraisal and will not, or except with the prior written consent of Greenwich, settle or offer to settle, settle any such demand for paymentdemands. From Each holder of Dissenting Shares shall have only such rights and after the Effective Time, no stockholder remedies as are granted to such a holder under Section 262 of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)DGCL.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article 1 any CB Shares III, shares (each, a “Dissenting Share”) of Parent Common Stock held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares Parent Common Stock to dissent from the Merger and require appraisal of their CB Shares shares of Parent Common Stock (“Dissenting Shares” and such Persons, the “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company 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, 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 CB Common Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company Corporation the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1III, without any interest thereon (and such holder shall be treated as a CX XxxxxxPre-Closing Holder). The Company shall provide GTY reasonably prompt written and Parent will give Buyer reasonable notice of any demands all written notices received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time Parent pursuant to Section 262 of the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demandsDGCL. Without the prior written consent of GTYBuyer (which shall not be unreasonably withheld, conditioned or delayed), the Company and Parent 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, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall have any rights with respect to such Dissenting 041945-0274-16051-Active.21513949.1 Shares, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, or be entitled to vote his or her CB Shares shares of Parent Common Stock for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares shares of Parent Common Stock (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

Dissenting Shares. Notwithstanding the foregoing provisions For purposes of this Article 1 any CB Shares held by Persons who object Agreement, “Proposed Dissenting Shares” means shares of BFHI Common Stock whose holders provide notice of dissent to the Merger Company prior to the BFHI Shareholder Meeting and comply do not vote in favor of the Merger, in each case in accordance with §607.1321 of the FSA, and “Perfected Dissenting Shares” means Proposed Dissenting Shares as to which holders thereof have properly taken all additional steps necessary to exercise their dissenters’ rights, if any, under the FSA. Each outstanding Perfected Dissenting Share will be converted into the rights provided under the applicable provisions of the DGCL concerning FSA (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the rights of holders of CB Shares to dissent from Effective Time), unless the Merger and require appraisal of their CB Shares holder thereof withdraws his or her demand for payment, in which case each such share (a “Withdrawn Dissenting Shares” and such Persons, “Dissenting StockholdersShare”) shall not be deemed to have been converted at the Effective Time into a the right to receive from Purchaser the Merger Consideration, without any portion interest (and shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the Merger Consideration and Effective Time). To the holders thereof extent that a holder of Proposed Dissenting Shares fails to perfect such holder’s dissenters’ rights as provided by applicable law, such Proposed Dissenting Shares shall be entitled to such rights treated as are granted by the DGCLWithdrawn Dissenting Shares under this Agreement. Each holder of Perfected Dissenting Shares who becomes entitled to payment for such shares his or her BFHI Common Stock pursuant to the DGCL provisions of the FSA shall receive payment therefor for such Perfected Dissenting Shares from the Surviving Company Purchaser in accordance with the DGCL; provided, however, that FSA. Company shall give Purchaser (i) if prompt notice of any such holder notice or demand for appraisal or payment for shares of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or BFHI Common Stock received by Company and (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 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 CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity to participate in and right to direct all negotiations and proceedings with respect to any such demandsdemand or notices. Without Company shall not, without the prior written consent of GTYPurchaser, the Company shall not voluntarily make any payment with respect to, or settle, offer to settle or offer to settle, otherwise negotiate any such demand for paymentdemands. From Perfected Dissenting Shares, Withdrawn Dissenting Shares and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant Proposed Dissenting Shares are collectively referred to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)herein as “Dissenting Shares.”

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply with the provisions contrary, shares of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share Stock outstanding immediately prior to the Effective Time and held by a Company Stockholder who has not voted in favor of the Merger or consented thereto in writing or by electronic transmissions and has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL. At the Effective Time, (a) all Dissenting Shares shall be cancelled, extinguished and cease to exist and (b) the holders of Dissenting Shares shall be entitled to only such rights as may be granted to him, her or it under the DGCL. If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into a and shall only represent the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined upon the surrender of such shares in accordance with this Article 1, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)II. The Company shall provide GTY give Acquiror reasonably prompt written notice of any demands received by the Company for appraisal of CB Sharesshares of Company Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates and received by the Company relating to such demandrights to be paid the fair value of Dissenting Shares, and GTY Acquiror shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of GTYAcquiror (such consent not to be unreasonably withheld, the Company shall not voluntarily conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands or waive any failure to timely deliver a written demand for payment. From and after appraisal or otherwise comply with the Effective Time, no stockholder provisions under Section 262 of the Company who has properly exercised and perfected appraisal rights pursuant DGCL, or agree or commit to do any of the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the foregoing provisions contrary, any shares of this Article 1 any CB Shares Rexahn Common Stock issued and outstanding immediately prior to the Effective Time and held by Persons a holder (a "Dissenting Stockholder") who object to has not voted in favor of the Merger or consented thereto in writing and comply who has properly demanded appraisal for such shares of Common Stock in accordance with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares MGCL (“"Dissenting Shares” and such Persons, “Dissenting Stockholders”") shall not be converted into a right to receive any portion of the Merger Consideration Rexahn Pharmaceuticals Common Stock in accordance with this Section 1.5 at the Effective Time, but shall represent and become the holders thereof shall right to receive such consideration as may be entitled determined to be due to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares Stockholder pursuant to the DGCL shall receive payment therefor from laws of the Surviving Company in accordance with the DGCL; providedState of Maryland, however, that (i) if any unless and until such holder of Dissenting Shares shall have failed fails to establish perfect or withdraws or otherwise loses such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s 's right to appraisal and payment for such holder’s shares under 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 CB Share immediately prior to the Effective Time and converted, as of MGCL. At the Effective Time, into a right to receive from the Surviving Company the portion by virtue of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, and without any interest thereon (action on the part of the holder thereof, all Dissenting Shares shall be cancelled and shall cease to exist. If, after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or otherwise loses such holder's right to appraisal, such former Dissenting Shares held by such holder shall be treated as if they had been converted as of the Effective Time into a CX Xxxxxx)right to receive, upon surrender as provided above, Rexahn Pharmaceuticals Common Stock in accordance with this Section 1.5 without any interest thereon. The Company Rexahn Pharmaceuticals shall provide GTY reasonably be responsible for delivering the shares of Rexahn Pharmaceuticals Common Stock in accordance with this Section 1.5 to such holder. Rexahn shall give Rexahn Pharmaceuticals prompt written notice of any demands received by the Company for appraisal of CB Sharesshares of Rexahn Common Stock, any withdrawal withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates to such demand, MGCL and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)received by Rexahn.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger and comply contrary, with respect to each share of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of Section 262 of the DGCL concerning the as to appraisal rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“each, a "Dissenting Shares” and Share"), if any, such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof holder shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor payment, solely from the Surviving Company Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (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 shall have failed fails to establish such holder’s his entitlement to appraisal rights as provided in the DGCL, DGCL or (iiiii) if any such holder of Dissenting Shares shall have effectively withdrawn takes or fails to take any action the consequence of which is that such holder’s demand for appraisal of such shares or lost such holder’s right holder is not entitled to appraisal and payment for such holder’s his shares under the DGCL, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon cease to constitute Dissenting Shares and if such forfeiture shall occur following the Election Deadline, each such share of Company Common Stock shall not constitute a Dissenting Share thereafter be deemed to have been converted into and shall be treated as if it had been a CB Share immediately prior to the Effective Time and convertedhave become, as of the Effective Time, the right to receive, without interest thereon, the Per Share Stock Consideration; provided that Parent shall be entitled to convert each such share into a the right to receive from the Surviving Company the portion Per Share Cash Consideration or a combination of the Per Share Cash Consideration and Per Share Stock Consideration if Parent shall have received an opinion from Skadden Arps stating that the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1, without any shall not fail to satisfy thx xxxxxxxxxx of interest thereon (and such holder shall be treated requirement under Section 368 of the Code as a CX Xxxxxx)result thereof. The Company shall provide GTY reasonably give Parent prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal shares of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demandCommon Stock, and GTY Parent shall have the opportunity and right to direct participate in all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the The Company shall not voluntarily settle, make any payment payments with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions claim with respect to his or her CB Dissenting Shares (except dividends and distributions payable to stockholders without the written consent of record at a date which is prior to the Effective Time)Parent.

Dissenting Shares. Notwithstanding Section 3.1(b), to the foregoing provisions extent that holders thereof are entitled to appraisal rights under Section 262 of this Article 1 any CB Shares the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by Persons a holder who object to the Merger has properly exercised and comply with the provisions perfected his or her demand for appraisal rights under Section 262 of the DGCL concerning (the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons”), “Dissenting Stockholders”) shall not be converted into a the right to receive any portion of the Merger Consideration and Consideration, but the holders thereof of such Dissenting Shares shall be entitled to receive such rights consideration as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares shall be determined pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with Section 262 of 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 the DGCL, perfect 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 his or her right to appraisal and payment for such holder’s shares under the DGCL, such holder holder’s shares of Company Common Stock shall forfeit the right thereupon be deemed to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had have been a CB Share immediately prior to the Effective Time and converted, converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1Consideration, without any interest thereon thereon, and such shares shall not be deemed to be Dissenting Shares. Any payments required to be made with respect to the Dissenting Shares shall be made by Parent (and such holder not the Company or Acquisition Sub), and the Aggregate Merger Consideration shall be treated reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a CX Xxxxxx)stockholder on the Merger Closing Date. The Company shall provide GTY reasonably give Parent (i) prompt written notice of any demands received by the Company for appraisal of CB Sharesany of the shares of Company Common Stock, any withdrawal withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL that relates to such demandand received by the Company with respect thereto, and GTY shall have (ii) the opportunity to participate in and right to direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Without Prior to the Effective Time, the Company shall not, except with the prior written consent of GTYParent, the Company shall not voluntarily make any payment or agree to make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary, any shares of Gyrodyne Common Stock that are issued and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and convertedwhich are held by a shareholder who has not voted or consented in writing to adopt this Agreement and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section pursuant to Section 623 of the NYBCL by the shareholders of Gyrodyne (such shareholders, the “Dissenting Shareholders” and such shares of Gyrodyne Common Stock, the “Dissenting Shares”), shall not be converted into LLC Shares, but instead shall be cancelled and Dissenting Shareholders shall cease to have any rights with respect to such Dissenting Shares other than the right to be paid the fair value of such Dissenting Shares as may be granted pursuant to Section 623 of the NYBCL, unless and until such Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn his demand or his lost rights to appraisal under the NYBCL. If, after the Effective Time, any Dissenting Shareholder shall have failed to perfect, or shall have effectively withdrawn his demand or lost his rights to appraisal under the NYBCL, (i) such Dissenting Shareholder’s shares shall no longer be considered Dissenting Shares for the purposes of this Plan of Merger and such holder’s shares shall thereupon be deemed to have been converted into, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined LLC Shares in accordance with this Article 1Sections 3.1, and any dividends or other distributions to which such holder is entitled, without any interest thereon and (ii) such Dissenting Shareholder shall cease to be Dissenting Shareholder, shares of Gyrodyne Common Stock owned by such person shall cease to be Dissenting Shares and such holder person shall be treated automatically admitted to Gyrodyne, LLC as a CX Xxxxxx). The Company shall provide GTY reasonably prompt written notice member of any demands received by the Company for appraisal of CB SharesGyrodyne, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)LLC.

Dissenting Shares. Notwithstanding the foregoing provisions any provision of this Article 1 any CB Shares Agreement to the contrary, including Section 3, shares of CPHR common stock issued and outstanding immediately prior to the Effective Time and held by Persons a holder who object to the Merger has not voted in favor of adoption of this Agreement or consented thereto in writing and comply who has properly exercised appraisal rights of such shares of CPHR common stock in accordance with the provisions Part 2 of Article 113 of the DGCL concerning CBCA (such shares being referred to collectively as the "DISSENTING SHARES" until such time as such holder fails to perfect or otherwise loses such holder's appraisal rights of holders of CB Shares under the CBCA with respect to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”shares) shall not be converted into a right to receive any portion shares of the Merger Consideration and the holders thereof Canna Delaware Common Stock, but instead shall be entitled to only such rights as are granted by Section 0-000-000 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCLCBCA; providedPROVIDED, howeverHOWEVER, that (i) if any if, after the Effective Time, such holder of Dissenting Shares shall have failed fails to establish perfect, withdraws or loses such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s 's right to appraisal and payment for pursuant to Section 0-000-000 of the CBCA or if a court of competent jurisdiction shall determine that such holder’s shares under holder is not entitled to the DGCLrelief provided by Section 0-000-000 of the CBCA, such holder shall forfeit the right to appraisal shares of such shares and each such share shall not constitute a Dissenting Share and CPHR common stock shall be treated as if it they had been a CB Share immediately prior to the Effective Time and converted, converted as of the Effective Time, Time into a the right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined Canna Delaware Common Stock in accordance with this Article 1Section 3, without any interest thereon (and thereon, upon surrender of such holder shall be treated as a CX Xxxxxx)certificates formerly representing such shares pursuant to Section 3 of this Agreement. The Company CPHR shall provide GTY reasonably Canna Delaware prompt written notice of any demands received by the Company CPHR for appraisal of CB SharesCPHR common shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company CPHR prior to the Effective Time pursuant to the DGCL CBCA that relates to such demand, and GTY Canna Delaware shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without Except with the prior written consent of GTYCanna Delaware, the Company CPHR 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)demands.

Dissenting Shares. Notwithstanding To the foregoing provisions of this Article 1 any CB Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company 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 the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares extent available under the DGCLMBCA, such holder shall forfeit the right to appraisal any share of such shares Company Stock that is issued and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share outstanding immediately prior to the Effective Time and converted, held by a Securityholder who (i) was a Securityholder as of the Effective Timerecord date, if any, to approve the Merger, (ii) did not consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the approval of this Agreement and (iii) otherwise complies with all of the provisions of the MBCA relevant to the exercise and perfection of appraisal rights (such share being a “Dissenting Share,” and such Securityholder being a “Dissenting Stockholder”), shall not be converted into a the right to receive from the Surviving Company the a portion of the Merger Consideration deliverable in but rather shall be converted into the right to receive such consideration as may be determined to be due with respect thereof to such Dissenting Share pursuant to the applicable provisions of the MBCA. If any Dissenting Stockholder fails to perfect such stockholder’s appraisal rights under the MBCA or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares shall be automatically treated as determined in accordance with this Article 1if they had been converted as of the Effective Time into the right to receive the portion of Merger Consideration, if any, to which such holder is entitled pursuant to Section 1.02, without any interest thereon (and such holder shall be treated as a CX Xxxxxx)thereon. The Company shall provide GTY reasonably prompt written give the Parent (a) notice of any demands received by demand for payment of the fair value of any shares of Company for appraisal of CB Shares, Stock or any attempted withdrawal of any such demand for payment and any other demand, notice or instrument delivered to the Company prior to the Effective Time served pursuant to the DGCL that relates MBCA and received by the Company relating to such demand, any Securityholder’s appraisal rights and GTY shall have (b) the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demandsdemands for payment under the MBCA. Without the prior written consent of GTY, the 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 appraisal with respect to any Dissenting Shares without the Effective Time, no stockholder prior written consent of the Company who has properly exercised and perfected appraisal rights Parent (which consent shall not be unreasonably conditioned, withheld or delayed). Any portion of the Merger Consideration made available to the Representative in respect of any Dissenting Shares shall be returned to Parent, upon demand. Notwithstanding anything to the contrary contained in this Agreement, if the Merger is rescinded or abandoned, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares pursuant to the DGCL applicable provisions of the MBCA shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time)cease.

Dissenting Shares. Notwithstanding the foregoing provisions of anything in this Article 1 any CB Shares held by Persons who object Agreement to the Merger contrary and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“Dissenting Shares” and such Persons, “Dissenting Stockholders”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; provided, however, that (i) if any such holder extent available under Section 262 of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder share of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal Company Stock that is issued and payment for such holder’s shares under 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 CB Share outstanding immediately prior to the Effective Time and converted, as that is held by a Common Shareholder or Preferred Shareholder who did not consent to or vote (by a valid and enforceable proxy or otherwise) in favor of the Effective Timeapproval of this Agreement, which Common Shareholder or Preferred Shareholder complies with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such share being a “Dissenting Share,” and such Common Shareholder or Preferred Shareholder being a “Dissenting Stockholder”), shall not be converted into a the right to receive from the Surviving Company consideration to which the portion holder of such share would be entitled pursuant to Section 1.02 but rather shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to Section 262 of the DGCL. If any Dissenting Stockholder fails to perfect such stockholder’s dissenters’ rights under the DGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such Dissenting Shares shall thereupon automatically be converted 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 deliverable in respect thereof as determined in accordance with this Article 1is rescinded or abandoned, without any interest thereon (and then the right of a stockholder to be paid the fair value of such holder holder’s Dissenting Shares pursuant to Section 262 of the DGCL shall be treated as a CX Xxxxxx)cease. The Company shall provide GTY reasonably prompt written give the Parent (a) notice of any demands received by demand for payment of the fair value of any shares of Company for appraisal of CB Shares, Stock or any attempted withdrawal of any such demand for payment and any other demand, notice or instrument delivered to the Company prior to the Effective Time served pursuant to the DGCL that relates and received by the Company relating to such demand, any stockholder’s dissenters’ rights and GTY shall have (b) the opportunity and right to direct participate in all negotiations and proceedings with respect to any such demandsdemands for payment under the DGCL. Without the prior written consent of GTY, the 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 stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his any Dissenting Shares without the prior written consent of the Parent (which consent shall not be unreasonably conditioned, withheld or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Timedelayed).