Photonics Corp (fka PHOX)

[zortak]

GM chunga this mean minimum pps for our shares?

DISSENTERS' RIGHTS

The Shareholders will have "Dissenters' Rights" under California law in
connection with the merger. Any Shareholder who has not voted shares of the
Company's common stock in favor of the Merger and the Merger Agreement has the
right to be paid the fair market value for such shares of the Company's common
stock in lieu of the SCS Stock provided for in the Merger Agreement. The value
of the Company's common stock for this purpose will exclude any element of value
arising from the accomplishment or expectation of the Merger.

THE COMPANY HAS DETERMINED THAT THE FAIR MARKET VALUE OF ITS COMMON STOCK IS THE
LESSER OF THE CLOSING BID PRICE OF THE COMPANY'S COMMON STOCK AS OF THE
EFFECTIVE DATE OF THE MERGER OR THE VALUE OF SUCH STOCK BASED UPON THE 10-DAY
MOVING AVERAGE AS OF THE DATE OF THE MERGER. THE VALUE AS OF THE MAILING OF THIS
STATEMENT IS APPROXIMATELY $.007 PER SHARE.