Right to Dissent

(a)A stockholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions:

(1)Consummation of a plan of merger to which the corporation is a party:

(A)If stockholder approval is required for the merger by 18 GCA § 9103 or the Articles of Incorporation and the stockholder is entitled to vote on the merger; or

(B)If the corporation is a subsidiary that is merged with its parent under 18 GCA § 9104;

(2)Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the stockholder is entitled to vote on the plan;

(3)Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business if the stockholder is entitled to vote in the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the stockholders within one

(1)year after the date of sale;

(4)An amendment of the Articles of Incorporation that materially and adversely affects rights in respect of a dissenter's shares because it: COL021307 CH. 3 CORPORATE S TOCK

(A)Alters or abolishes a preferential right of the shares;

(B)Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;

(C)Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;

(D)Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or

(E)Reduces the number of shares owned by the stockholder to a fraction of a share if the fractional share so created is to be acquired for cash under § 3106 of this Chapter; or

(5)Any corporate action taken pursuant to a stockholder vote to the extent the Articles of Incorporation, Bylaws, or a Resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.

(b)A stockholder entitled to dissent and obtain payment for his shares under this Chapter may not challenge the corporate action creating his entitlement unless said action is unlawful or fraudulent with respect to the stockholder or the corporation.