A A T T

Delaware California Delaware California

Scenario No, Dissenters right in stock
Dissenters
1 No, deal except when
No, Dissenters right right in stock
Stock Dissenters right consideration is stock- no
deal
Deal dissenters right (Section 1300)
Scenario
1 No dissenters right (unless
Asset No dissenters No dissenters right reorganization, merger; is a
No, Dissenters right.
Deal right 262b stock deal where buyer is
paying with shares)

No Dissenters right since no

Scenario Dissenters right
Acquiror side, No, appraisal surviving Disenters shareholder approval in
1 because its not
corp, Dissenters right apply 262b2 right required (because we pay in
Merger surviving company
cash). 1300 (a)
Scenario
2 No, dissenters rights, less than 20% -
Stock no dissenters right
Deal
Scenario
2
Asset No dissenters right
No, Dissenters right.
Deal 262b

Less than 20%- Does not apply for Board: majority of board
Scenario shares listed on a national securities No, Dissenters present in meeting 11.60 (a)
2 exchange where the consideration is right-5/6th, no Shareholder: majority of of
Merger shares of another publicly listed shareholders vote outstanding shares entitled to
company 262b1 vote; dissenters rights

Board: majority of
Scenario
Board: majority of those at meeting board present in
3
Shareholder: No vote meeting 11.60 (a)
Stock
Shareholder: 2/3 of
Deal
outstanding
Scenario
3
Asset No dissenters
No, Dissenters right.
Deal right 262 b

No appraisal right for buyers SHs if

Scenario Dissenters Rights if
merger did not require a SH vote under No appraisal
3 transaction is a
251 f; meaning if consideration did not right 5/6th
Merger reorganization.
exceed 20% shares