Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. (a) Any holder of shares of Zynaxis Capital Stock who perfects his or her dissenters' rights in accordance with and as contemplated by Section 1930 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel. (b) Any holder of shares of Zynaxis Capital Stock who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel.

Dissenting Shareholders. (a) Any holder of shares of Zynaxis Capital Seller Common Stock who perfects his or her dissenters' rights such holder’s dissenter’s rights, if applicable and available, in accordance with and as contemplated by Section 1930 Article 13 of the PBCL GBCC and has not effectively withdrawn or lost such right as of the Effective Time shall be entitled to receive from the Surviving Company the value of such shares in cash as determined pursuant to such provision of LawLaw (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”); provided, that no such payment shall be made to any dissenting shareholder such Dissenting Shareholder unless and until such dissenting shareholder Dissenting Shareholder has complied with the applicable provisions of the PBCL GBCC and surrendered to Zynaxis Seller the certificate or certificates representing the shares for which payment is being made. Seller shall give Buyer prompt notice upon receipt by Seller of any such demands for payment of the fair value of such shares of Seller Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable Law, and Buyer shall have the right to participate in all negotiations and proceedings with respect to any such demands. Seller shall not, except with the prior written consent of Buyer, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action as may be necessary to perfect dissenter’s rights. In the event that after the Effective Time a dissenting shareholder Dissenting Shareholder of Zynaxis Seller fails to perfect, or effectively withdraws or loses, his such holder’s right to appraisal of and of payment for his such holder’s shares, Vaxcel the Surviving Company shall issue and deliver the consideration Merger Consideration to which such holder of shares of Zynaxis Capital Seller Common Stock is entitled under this Article 3 Section 3.1 (without interest) upon a proper surrender by such holder of the certificate or certificates representing the shares of Zynaxis Capital Seller Common Stock held by him. If and such holder subject to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelprocedures in Article 4. (b) Any holder of shares of Zynaxis Capital Stock who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel.

Dissenting Shareholders. (a) Any holder of shares of Zynaxis Capital JCN Common Stock who perfects his or her dissenters' rights in accordance with and as contemplated by Section 1930 351.455 of the PBCL GBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the PBCL GBCL and surrendered to Zynaxis the Surviving Corporation the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis JCN fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, Vaxcel Highwoods shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital JCN Common Stock is would have been entitled under this Article 3 (without interest) had such shares been No Election Shares upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital JCN Common Stock held by him. If and to the extent required by applicable Law, Vaxcel the Surviving Corporation will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel. (b) Any holder of shares of Zynaxis Capital Stock who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being madeSurviving Corporation. In the event that after the Effective Time an objecting shareholder Surviving Corporation is liquidated prior to the fulfillment of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 all obligations of the PBCL, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled Surviving Corporation under this Article 3 (without interest) upon surrender Section 3.5, such obligations shall be assumed by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to VaxcelHighwoods.

Dissenting Shareholders. 5.1 Notwithstanding §3.1 hereof, holders of Petro Basin Shares may exercise rights of dissent (the “Dissent Right”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in section 185 of the OBCA. Notwithstanding subsection 185(6) of the OBCA, any Petro Basin Shareholder seeking to exercise Dissent Rights must deliver to Petro Basin a written objection to the Arrangement by 5:00 p.m., Toronto time, on the Business Day that is five Business Days prior to the date of the Petro Basin Meeting (as it may be adjourned or postponed from time to time) and must strictly comply with all other provisions of section 185 of the OBCA as modified by the Interim Order (collectively, the “Dissent Procedures”). 5.2 Petro Basin Shareholders who duly exercise Dissent Rights with respect to their Petro Basin Shares (“Dissenting Shares”) and who: (a) Any holder of shares of Zynaxis Capital Stock who perfects his or her dissenters' rights in accordance with and as contemplated by Section 1930 of the PBCL shall be are ultimately entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid fair value for their Dissenting Shares, shall be deemed to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, have transferred their Dissenting Shares to Petro Basin for cancellation immediately before the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel.Effective Date; or (b) Any holder of shares of Zynaxis Capital Stock who objects for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the transaction Arrangement on the same basis as a non- dissenting Petro Basin Shareholder and shall receive New Shares and Subco Shares, on the same basis as every other non-dissenting Petro Basin Shareholder, and in accordance with and no case shall Petro Basin be required to recognize such person as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate holding Petro Basin Shares on or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice Date. 5.3 If a Petro Basin Shareholder exercises the Dissent Right, Petro Basin shall on the Effective Date set aside and surrender his certificates as required by Section 2547 not distribute that portion of the PBCL, or otherwise effectively withdraws or loses his right Distributed Subco Shares that is attributable to appraisal and of payment the Petro Basin Shares for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver which the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by himDissent Right has been exercised. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required dissenting Petro Basin Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Petro Basin shall distribute to objecting shareholders. Upon satisfaction of all claims of objecting shareholderssuch Petro Basin Shareholder his, the remaining escrowed amount, reduced by payment her or its pro-rata portion of the fees Distributed Subco Shares. If a Petro Basin Shareholder duly complies with the Dissent Procedures and expenses is ultimately entitled to be paid for their Dissenting Shares, then Petro Basin shall retain the portion of the escrow agentDistributed Subco Shares attributable to such Petro Basin Shareholder (the “Non-Distributed Subco Shares”), will and the Non-Distributed Subco Shares shall be returned to Vaxceldealt with as determined by the board of directors of Petro Basin in its absolute discretion.

Dissenting Shareholders. (a) Any holder Notwithstanding anything in this Agreement to the contrary, no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 17-6712 of the KGCC (a “Dissenting Shareholder”) with respect to any shares of Zynaxis Capital Prairie Stock who perfects his or her dissenters' rights in accordance with and as contemplated held by Section 1930 of the PBCL such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the value of such shares in cash as determined pursuant Per Share Merger Consideration with respect to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder Dissenting Shares unless and until such dissenting shareholder has complied Dissenting Shareholder shall have effectively withdrawn (in accordance with the applicable provisions Section 17-6712 of the PBCL and surrendered to Zynaxis the certificate KGCC) or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and of until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares fair value of Zynaxis Capital Stock held by him. If and to the extent such Dissenting Shares as required by applicable LawSection 17-6712 of the KGCC (including any interest thereon and related costs, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be if any, required to be paid to dissenting shareholdersin accordance with Section 17-6712 of the KGCC). Upon satisfaction Prairie shall give EQBK (A) prompt written notice of all claims of dissenting shareholders, the remaining escrowed amount, reduced by any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Prairie prior to the fees and expenses Effective Time pursuant to Section 17-6712 of the escrow agentKGCC relating to Prairie shareholders’ appraisal rights and (B) the opportunity to participate in and control all negotiations and proceedings with respect to demands for payment of fair value by Prairie shareholders under Section 17-6712 of the KGCC. Prairie shall not, will except with the prior written consent of EQBK (which shall not be returned unreasonably withheld, conditioned or delayed), make any payment with respect to Vaxcelany such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable by Prairie to shareholders of record prior to the Effective Time). (b) Any holder of shares of Zynaxis Capital Stock If any shareholder who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise holds Dissenting Shares effectively withdraws or loses his (through failure to perfect or otherwise) such shareholder’s right to appraisal under the KGCC, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder in respect of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelany Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Any holder Notwithstanding anything in this Agreement to the contrary, no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 17-6712 of the KGCC (a “Dissenting Shareholder”) with respect to any shares of Zynaxis Capital KBC Stock who perfects his or her dissenters' rights in accordance with and as contemplated held by Section 1930 of the PBCL such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the value of such shares in cash as determined pursuant Per Share Merger Consideration with respect to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder Dissenting Shares unless and until such dissenting shareholder has complied Dissenting Shareholder shall have effectively withdrawn (in accordance with the applicable provisions Section 17-6712 of the PBCL and surrendered to Zynaxis the certificate KGCC) or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and of until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares fair value of Zynaxis Capital Stock held by him. If and to the extent such Dissenting Shares as required by applicable LawSection 17-6712 of the KGCC (including any interest thereon and related costs, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be if any, required to be paid to dissenting shareholdersin accordance with Section 17-6712 of the KGCC). Upon satisfaction KBC shall give EQBK (A) prompt written notice of all claims of dissenting shareholders, the remaining escrowed amount, reduced by any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by KBC prior to the fees and expenses Effective Time pursuant to Section 17-6712 of the escrow agentKGCC relating to KBC shareholders’ appraisal rights and (B) the opportunity to participate in and control all negotiations and Proceedings with respect to demands for payment of fair value by KBC shareholders under Section 17-6712 of the KGCC. KBC shall not, will except with the prior written consent of EQBK (which shall not be returned unreasonably withheld, conditioned or delayed), make any payment with respect to Vaxcelany such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable by KBC to shareholders of record prior to the Effective Time). (b) Any holder of shares of Zynaxis Capital Stock If any shareholder who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise holds Dissenting Shares effectively withdraws or loses his (through failure to perfect or otherwise) such shareholder’s right to appraisal under the KGCC, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder in respect of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelany Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Any holder Notwithstanding anything in this Agreement to the contrary, no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 1091 of the OGCA (a “Dissenting Shareholder”) with respect to any shares of Zynaxis Capital Cache Stock who perfects his or her dissenters' rights in accordance with and as contemplated held by Section 1930 of the PBCL such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the value of such shares in cash as determined pursuant Per Share Merger Consideration with respect to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder Dissenting Shares unless and until such dissenting shareholder has complied Dissenting Shareholder shall have effectively withdrawn (in accordance with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate OGCA) or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his lost such Person’s right to appraisal under the OGCA with respect to such Dissenting Shares. Unless and of until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the OGCA with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares fair value of Zynaxis Capital Stock held by him. If and to the extent such Dissenting Shares as required by applicable LawSection 1091 of the OGCA (including any interest thereon and related costs, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be if any, required to be paid to dissenting shareholdersin accordance with Section 1091 of the OGCA). Upon satisfaction Cache shall give EQBK (i) prompt written notice of all claims of dissenting shareholders, the remaining escrowed amount, reduced by any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Cache prior to the fees and expenses Effective Time in accordance with the provisions of Section 1091 of the escrow agentOGCA relating to Cache shareholders’ appraisal rights and (ii) the opportunity to participate in and control all negotiations and proceedings with respect to demands for payment of fair value by Cache shareholders under Section 1091 of the OGCA. Cache shall not, will except with the prior written consent of EQBK (which shall not be returned unreasonably withheld, conditioned or delayed), make any payment with respect to Vaxcelany such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). (b) Any holder of shares of Zynaxis Capital Stock If any shareholder who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise holds Dissenting Shares effectively withdraws or loses his (through failure to perfect or otherwise) such shareholder’s right to appraisal under the OGCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Cache Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder in respect of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelany Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Any holder Notwithstanding anything in this Agreement to the contrary, no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 1091 of the OGCA (a “Dissenting Shareholder”) with respect to any shares of Zynaxis Capital NBC Stock who perfects his or her dissenters' rights in accordance with and as contemplated held by Section 1930 of the PBCL such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the value of such shares in cash as determined pursuant Per Share Merger Consideration with respect to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder Dissenting Shares unless and until such dissenting shareholder has complied Dissenting Shareholder shall have effectively withdrawn (in accordance with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate OGCA) or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his lost such Person’s right to appraisal under the OGCA with respect to such Dissenting Shares. Unless and of until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the OGCA with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares fair value of Zynaxis Capital Stock held by him. If and to the extent such Dissenting Shares as required by applicable LawSection 1091 of the OGCA (including any interest thereon and related costs, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be if any, required to be paid to dissenting shareholdersin accordance with Section 1091 of the OGCA). Upon satisfaction NBC shall give EQBK (i) prompt written notice of all claims of dissenting shareholders, the remaining escrowed amount, reduced by any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by NBC prior to the fees and expenses Effective Time in accordance with the provisions of Section 1091 of the escrow agentOGCA relating to NBC shareholders’ appraisal rights and (ii) the opportunity to participate in and control all negotiations and proceedings with respect to demands for payment of fair value by NBC shareholders under Section 1091 of the OGCA. NBC shall not, will except with the prior written consent of EQBK (which shall not be returned unreasonably withheld, conditioned or delayed), make any payment with respect to Vaxcelany such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). (b) Any holder of shares of Zynaxis Capital Stock If any shareholder who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise holds Dissenting Shares effectively withdraws or loses his (through failure to perfect or otherwise) such shareholder’s right to appraisal under the OGCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of NBC Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder in respect of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelany Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Any holder of shares of Zynaxis Capital Stock who perfects his or her dissenters' rights in accordance with and as contemplated by Section 1930 Prior to the effective date of the PBCL applicable part of the CWE Reorganization, the making of an agreement between a Dissenting Shareholder and CWE for the purchase of their Dissenting CWE Shares or the pronouncement of a court order pursuant to Section 190 of the CBCA, a Dissenting Shareholder shall cease to have any rights as a CWE Shareholder other than the right to be entitled to receive paid the fair value of such shares its Dissenting CWE Shares in cash the amount agreed to or as determined pursuant to such provision of Law; providedordered by the court, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with as the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being madecase may be. In the event that after the Effective Time a dissenting shareholder of Zynaxis Dissenting Shareholder fails to perfect, perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 190 of the CBCA or loses, his otherwise forfeits the Dissenting Shareholder’s right to appraisal and of payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled make a claim under this Article 3 (without interest) upon surrender by such holder Section 190 of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholdersCBCA, the remaining escrowed amount, reduced by payment Dissenting Shareholder’s Dissenting CWE Shares shall thereupon be deemed to have been exchanged as of the fees and expenses date of the escrow agent, will be returned to Vaxcelapplicable part of the CWE Reorganization. (b) Any holder of shares of Zynaxis Capital Stock who objects to Following the transaction and in accordance with and as contemplated by Sections 2544 and 2546 completion of the PBCL applicable part of the CWE Reorganization, the making of an agreement between a Dissenting Shareholder and the applicable CWE Newco for the purchase of their applicable CWE Newco Shares or the pronouncement of a court order pursuant to Section 185 of the OBCA, a Dissenting Shareholder shall cease to have any rights as a CWE Newco Shareholder other than the right to be entitled to receive paid the fair value of such shares its Dissenting CWE Newco Shares in cash the amount agreed to or as determined pursuant to such provision of Law; providedordered by the court, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with as the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being madecase may be. In the event that after a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under Section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under Section 185 of the OBCA, the Dissenting Shareholder’s Dissenting CWE Newco Shares shall thereupon be deemed to have been exchanged as of the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 Date of the PBCL, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to VaxcelAmalgamation.

Dissenting Shareholders. (a) Any holder of shares of Zynaxis Capital Stock who perfects his or her dissenters' rights 4.1 Each registered ESI Shareholder shall have the right to dissent with respect to the Arrangement in accordance with the Interim Order. The ESI Shares held by a Dissenting ESI Shareholder shall be deemed to be cancelled and such ESI Shares shall be deemed to no longer be issued and outstanding as contemplated by Section 1930 of the PBCL Effective Time. The Dissenting ESI Shareholder shall, at the Effective Time, cease to have any rights as an ESI Shareholder and shall only be entitled to be paid by ESI (or a successor thereto) for the fair value of the ESI Shares held by such Dissenting ESI Shareholder immediately prior to the Effective Time. The fair value of the ESI Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the ESI Shareholders. Notwithstanding subsection 191(19) of the ABCA, a Dissenting ESI Shareholder shall not be entitled to withdraw the ESI Shareholder's notice of dissent in the circumstances contemplated therein. In no event shall ESI or New ESI be required to recognize a Dissenting ESI Shareholder as an ESI Shareholder or a New ESI Shareholder after the Effective Time and the names of such holders shall be removed from the registers of shareholders as at the Effective Time. ESI Shareholders who have given a demand for payment which remains outstanding as at the Effective Time in accordance with the rights of dissent in respect of this Plan of Arrangement and who are ultimately not so entitled to be paid the fair value by ESI for the ESI Shares in respect of which they have exercised Dissent Rights, shall not be, or be reinstated as, ESI Shareholders but for the purposes of receipt of consideration shall be treated as if they had participated in this Plan of Arrangement on the same basis as a non-dissenting Shareholder and accordingly shall be entitled to receive the New ESI Shares that non-dissenting holders of ESI Shares are entitled to receive on the basis set forth in Article 3 of this Plan of Arrangement. 4.2 Each registered Exploratus Shareholder shall have the right to dissent with respect to the Arrangement in accordance with the Interim Order. The Exploratus Shares held by a Dissenting Exploratus Shareholder shall be deemed to be cancelled and such Exploratus Shares shall be deemed to no longer be issued and outstanding as of the Effective Time. The Dissenting Exploratus Shareholder shall, at the Effective Time, cease to have any rights as a Exploratus Shareholder and shall only be entitled to be paid by Exploratus (or a successor thereto) the fair value of the Exploratus Shares held by such shares in cash as determined pursuant Dissenting Exploratus Shareholder immediately prior to such provision the Effective Time. The fair value of Law; provided, that no such payment the Exploratus Shares shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions determined as of the PBCL and surrendered close of business on the last Business Day before the day on which the Arrangement is approved by the Exploratus Shareholders at the Exploratus Meeting. Notwithstanding subsection 191(19) of the ABCA, a Dissenting Exploratus Shareholder shall not be entitled to Zynaxis withdraw the certificate or certificates representing Exploratus Shareholder's notice of dissent in the shares for which payment is being madecircumstances contemplated therein. In the no event that shall Exploratus or New ESI be required to recognize a Dissenting Exploratus Shareholder as a New Exploratus Shareholder or a New ESI Shareholder after the Effective Time and the names of such holders shall be removed from the registers of shareholders as at the Effective Time. Exploratus Shareholders who have given a dissenting shareholder demand for payment which remains outstanding as at the Effective Time in accordance with the rights of Zynaxis fails to perfect, or effectively withdraws or loses, his right to appraisal dissent in respect of this Plan of Arrangement and of payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is who are ultimately not so entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to the fair value by Exploratus for the Exploratus Shares in respect of which they have exercised Dissent Rights, shall not be, or be reinstated as, Exploratus Shareholders but for the purposes of receipt of consideration shall be treated as if they had participated in this Plan of Arrangement on the same basis as a non-dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees Exploratus Shareholder and expenses of the escrow agent, will be returned to Vaxcel. (b) Any holder of shares of Zynaxis Capital Stock who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL accordingly shall be entitled to receive the value New Exploratus Shares and New ESI Shares that non-dissenting holders of Exploratus Shares are entitled to receive on the basis set forth in Article 3 of this Plan of Arrangement. 4.3 In addition to any other restrictions under Section 191 of the ABCA, and for greater certainty, none of the: (i) ESI Shareholders who vote or have instructed a proxyholder to vote their ESI Shares in favor of the ESI Arrangement Resolution (but only in respect of such shares ESI Shares); or (ii) Exploratus Shareholders who vote or have instructed a proxyholder to vote their Exploratus Shares in cash as determined pursuant to favor of the Exploratus Arrangement Resolution (but only in respect of such provision of Law; providedExploratus Shares), that no such payment shall be made entitled to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelexercise Dissent Rights.

Dissenting Shareholders. (a) Any holder Notwithstanding anything in this Agreement to the contrary, no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 17-6712 of the KGCC (a “Dissenting Shareholder”) with respect to any shares of Zynaxis Capital KBI Stock who perfects his or her dissenters' rights in accordance with and as contemplated held by Section 1930 of the PBCL such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the value of such shares in cash as determined pursuant Merger Consideration with respect to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder Dissenting Shares unless and until such dissenting shareholder has complied Dissenting Shareholder shall have effectively withdrawn (in accordance with the applicable provisions Section 17-6712 of the PBCL and surrendered to Zynaxis the certificate KGCC) or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and of until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares fair value of Zynaxis Capital Stock held by him. If and to the extent such Dissenting Shares as required by applicable LawSection 17-6712 of the KGCC (including any interest thereon and related costs, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be if any, required to be paid to dissenting shareholdersin accordance with Section 17-6712 of the KGCC). Upon satisfaction KBI shall give EQBK (A) prompt written notice of all claims of dissenting shareholders, the remaining escrowed amount, reduced by any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by KBI prior to the fees and expenses Effective Time pursuant to Section 17-6712 of the escrow agentKGCC relating to KBI shareholders’ appraisal rights and (B) the opportunity to participate in and control all negotiations and proceedings with respect to demands for payment of fair value by KBI shareholders under Section 17-6712 of the KGCC. KBI shall not, will except with the prior written consent of EQBK (which shall not be returned unreasonably withheld, conditioned or delayed), make any payment with respect to Vaxcelany such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time). (b) Any holder of shares of Zynaxis Capital Stock If any shareholder who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise holds Dissenting Shares effectively withdraws or loses his (through failure to perfect or otherwise) such shareholder’s right to appraisal under the KGCC, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of KBI Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Merger Consideration, as applicable, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder in respect of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelany Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Any holder of shares of Zynaxis Capital Stock who perfects his or her dissenters' rights Notwithstanding anything in accordance with and as contemplated this Agreement to the contrary, any Shares that are held by Section 1930 shareholders of the PBCL Company who did not vote in favor of the Amalgamation shall be entitled cancelled at the Effective Time and converted into the right to receive the Amalgamation Consideration for each Share formerly represented thereby, subject to the rights of shareholders of the Company (“Dissenting Shareholders”) who are not satisfied that the Amalgamation Consideration constitutes fair value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless their Shares and until such dissenting shareholder has complied with the applicable provisions require appraisal of the PBCL and surrendered to Zynaxis fair value of their Shares (“Dissenting Shares”) under Section 106 of the certificate or certificates representing the shares for which payment is being madeBermuda Act. In the event that after the Effective Time a dissenting shareholder Company decides to proceed with the Amalgamation pending the determination of Zynaxis fails any appraisal proceedings initiated by Dissenting Shareholders, the Dissenting Shareholders shall receive the Amalgamation Consideration for each Share formerly represented thereby upon compliance with the requirements set forth in Section 4.2. The Company shall give Parent (i) reasonably prompt notice of any written demands by Dissenting Shareholders for appraisal of Dissenting Shares or withdrawals of such demands received by the Company pursuant to perfect, or effectively withdraws or loses, his right the Bermuda Act and (ii) the opportunity to appraisal and of payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and participate to the extent required permitted by applicable Law, Vaxcel will establish (or cause Bermuda law in all negotiations and proceedings with respect to be established) an escrow account with an amount sufficient to satisfy demands by Dissenting Shareholders for appraisal of Dissenting Shares under the maximum aggregate payment that may be required to be paid to dissenting shareholdersBermuda Act. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel. (b) Any holder of shares of Zynaxis Capital Stock who objects to the transaction and in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates Except as required by Section 2547 106 of the PBCLBermuda Act, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and prior to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholdersEffective Time, the remaining escrowed amount, reduced Company shall not make any payment with respect to any demands by payment Dissenting Shareholders of the fees and expenses of the escrow agent, will be returned Dissenting Shares or offer to Vaxcelsettle or settle any such demands.

Dissenting Shareholders. (a) After the Consenting Shareholders execute and deliver to Waban the Merger Consent, which, when so executed and delivered, approves and adopts this Agreement and the Merger, Waban shall, prior to Closing, mail to all of the Waban Shareholders other than the Consenting Shareholders the notices required under Section 262 of the DGCL. (b) Any holder of shares of Zynaxis Capital Waban Common Stock who perfects his or her dissenters' such holder’s appraisal rights in accordance with and as contemplated by Section 1930 262 of the PBCL DGCL shall not receive consideration pursuant to Section 4.2, but shall instead be entitled to receive from the Surviving Corporation the value of such shares in cash as determined pursuant to such provision of Lawthe DGCL; provided, that no such payment shall be made to any dissenting shareholder Waban Shareholder unless and until such dissenting shareholder Waban Shareholder has complied with the applicable provisions of the PBCL DGCL and surrendered to Zynaxis Waban the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis Waban Shareholder fails to perfect, or effectively withdraws or loses, his such holder’s right to appraisal of and of payment for his such holder’s shares, Vaxcel Phase Forward shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Waban Common Stock the Pro Rata Share of the Merger Consideration to which such holder is entitled under this Article 3 4 (without interest) upon surrender by such holder of the certificate or certificates representing the shares of Zynaxis Capital Waban Common Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelsuch holder. (bc) Any holder Immediately prior to the Effective Time, Waban shall give Phase Forward notice of any demands received by Waban through such date for appraisal of shares of Zynaxis Capital Waban Common Stock who objects held by dissenting Waban Shareholders. Prior to Closing, Waban shall control all negotiations and proceedings with respect to such demands and from and after the transaction Effective Time, the Securityholder Representative shall exercise such control, subject to Phase Forward’s reasonable review and approval with respect to such negotiations and proceedings, any such approval not to be unreasonably withheld or delayed. Phase Forward shall promptly pay to any dissenting Waban Shareholder any and all amounts due and owing to such holder as a result of any settlement or final, non-appealable determination by a court of competent jurisdiction of the State of Delaware with respect to such demands. If, as a result of any such settlement or final, non-appealable determination by a court of competent jurisdiction of the State of Delaware any Waban Shareholder is entitled to receive as payment for its Waban Common Stock an amount per share that exceeds the value of the Merger Consideration (valued in accordance with and as contemplated by Sections 2544 and 2546 this Agreement) which such Waban Shareholder would have received in the Merger in accordance with the terms of this Agreement (the PBCL aggregate amount of such excess for all dissenting Waban Shareholders, the “Appraisal Reduction Amount”), then the Appraisal Reduction Amount shall be entitled subject to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable indemnification provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel13.

Dissenting Shareholders. (a) After the Consenting Shareholders execute and deliver to Lincoln the Merger Consent, which, when so executed and delivered, approves and adopts this Agreement and the Merger, Lincoln shall, within one business day thereafter, mail to all of the Lincoln Shareholders other than the Consenting Shareholders the notices required under Part 13 of the MBCA. (b) Any holder of shares of Zynaxis Capital Lincoln Common Stock who perfects his or her dissenters' such holder’s appraisal rights in accordance with and as contemplated by Section 1930 Part 13 of the PBCL MBCA shall not receive consideration pursuant to Section 4.2, but shall instead be entitled to receive from the Surviving Corporation the value of such shares in cash as determined pursuant to such provision of Lawthe MBCA; provided, that no such payment shall be made to any dissenting shareholder Lincoln Shareholder unless and until such dissenting shareholder Lincoln Shareholder has complied with the applicable provisions of the PBCL MBCA and surrendered to Zynaxis Lincoln the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis Lincoln Shareholder fails to perfect, or effectively withdraws or loses, his such holder’s right to appraisal of and of payment for his such holder’s shares, Vaxcel Phase Forward shall issue and deliver the consideration Merger Consideration to which such holder of shares of Zynaxis Capital Lincoln Common Stock is entitled under this Article 3 4 (without interest) upon surrender by such holder of the certificate or certificates representing the shares of Zynaxis Capital Lincoln Common Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcelsuch holder. (bc) Any holder Within one day prior to the Effective Time, Lincoln shall give Phase Forward notice of any demands received by Lincoln through such date for appraisal of shares of Zynaxis Capital Lincoln Common Stock who objects held by dissenting Lincoln Shareholders. ** Confidential Treatment Requested. Prior to Closing, Lincoln shall control all negotiations and proceedings with respect to such demands and from and after the transaction Effective Time, the Securityholder Representative shall exercise such control, subject to Phase Forward’s reasonable review and approval with respect to such negotiations and proceedings, any such approval not to be unreasonably withheld or delayed. Phase Forward shall promptly pay to any dissenting Lincoln Shareholder any and all amounts due and owing to such holder as a result of any settlement or final, non-appealable determination by a court of competent jurisdiction of the Commonwealth of Massachusetts with respect to such demands. If, as a result of any such settlement or final, non-appealable determination by a court of competent jurisdiction of the Commonwealth of Massachusetts any Lincoln Shareholder is entitled to receive as payment for its Lincoln Common Stock an amount per share that exceeds the value of the Merger Consideration (valued in accordance with and as contemplated by Sections 2544 and 2546 this Agreement) which such Lincoln Shareholder would have received in the Merger in accordance with the terms of this Agreement (the PBCL aggregate amount of such excess for all dissenting Lincoln Shareholders, the “Appraisal Reduction Amount”), then the Appraisal Reduction Amount shall be entitled subject to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and until such objecting shareholder has complied with the applicable indemnification provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise effectively withdraws or loses his right to appraisal and of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and expenses of the escrow agent, will be returned to Vaxcel13.