Procedure if Stockholder Dissatisfied with Payment of Offer

(a)A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate less any payment under §3406 of this Article, or reject the corporation's offer under § 3408 and demand payment of the fair value of his shares and interest due, if:

(1)The dissenter believes that the amount paid under § 3406 or offered under § 3408 is less than the fair value of his shares or that the interest due is incorrectly calculated;

(2)The corporation fails to make payment under § 3406 within sixty

(60)days after the date set for demanding payment; or

(3)The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty

(60)days after the date set for demanding payment.

(b)A dissenter waives his right to demand payment under this Section unless he notifies the corporation of his demand in writing under Subsection

(a)of this Section within thirty

(30)days after the corporation made or offered payment for his shares. ---------- COL021307 CH. 3 CORPORATE S TOCK ARTICLE 5 JUDICIAL APPRAISAL OF SHARES