Common use of Appraisal and Dissenters’ Rights Clause in Contracts

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder To the extent required by Section 262 of the Delaware Act, each certificate formerly representing Acquiror Common Stock owned by holders thereof who has have validly exercised its appraisal rights elected to dissent from the Merger pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) Delaware Act shall be entitled thereafter only represent the right to receive fair value for their Acquiror Common Stock in accordance with the applicable provisions of the Delaware Act, and notwithstanding any portion provision of this Agreement to the contrary and to the extent available under the Delaware Act, shares of Acquiror Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by holders thereof who shall have neither voted in favor of the Merger Consideration nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Acquiror Common Stock in accordance with respect Section 262 of the Delaware Act, and otherwise complied with all of the provisions of the Delaware Act relevant to the Dissenting Shares owned by exercise and perfection of appraisal rights, shall not be converted into, and such Dissenting Stockholder holders shall have no right to receive, the applicable per share Merger consideration unless and until such Dissenting Stockholder shall have effectively withdrawn holder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCLDelaware Act. Each Dissenting Stockholder shall be entitled Any holder of Acquiror Common Stock who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such Acquiror Common Stock under Section 262 of the DGCL with respect Delaware Act, shall thereupon be deemed to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demandshave been converted into, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall nothave become exchangeable for, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion as of the Merger Consideration with respect Effective Time, the right to receive the applicable per share Merger consideration, without any Dissenting Sharesinterest thereon, upon surrender, if applicable, in the manner provided in this Section 2.4, of the certificate or certificates that formerly evidenced such Acquiror Common Stock.

Appraisal and Dissenters’ Rights. No (a) Each certificate formerly representing Company Stockholder Stock (“Dissenting Shares”) owned by the Company Stockholders who has have validly exercised its and not effectively withdrawn or lost their appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting StockholderStockholders”) shall thereafter represent only the right to receive the applicable payments set forth in Section 2.12(b), unless and until such Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal rights pursuant to Section 262 of the DGCL with respect to its Company Stock (such shares, “any Dissenting Shares”. (b) No person who has validly exercised their appraisal rights pursuant to Section 262 of the DGCL shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its their appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Company Stockholder Ordinary Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by Company Shareholders who has validly exercised its appraisal rights have not voted in favor of the Initial Merger and who have given a notice of election to dissent pursuant to Section 262 section 238 of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (a the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall not be entitled to receive converted into, and any portion such holder of the Company Dissenting Shares (the “Company Dissenting Shareholder”) shall have no right to receive, any Stockholder Merger Consideration with respect Consideration, and shall cease to have any of the rights as a shareholder of the Company (save for the right to be paid fair value for the Company Dissenting Shares). Any Company Shareholder who prior to the Initial Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under pursuant to section 238 of the DGCL. Each Dissenting Stockholder Cayman Companies Act shall be entitled treated in the same manner as a Company Shareholder who did not give a notice of election to receive only the payment resulting from the procedure set forth in Section 262 dissent pursuant to section 238 of the DGCL with respect Cayman Companies Act. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Initial Merger Effective Time, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted withdrawals notices of such demands, and any other instruments served election to dissent pursuant to applicable Laws that are section 238 of the Cayman Companies Act received by the Company relating to and any Dissenting Stockholder’s rights withdrawals of appraisal such notices, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLexercise of dissent rights pursuant to section 238 of the Cayman Companies Act. The Subject to the requirements of the Cayman Companies Act, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, Company Dissenting Shares or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything demand made pursuant to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion Section 238 of the Merger Consideration with respect to any Dissenting SharesCayman Companies Act.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative Buyer (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeXxxxx, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration Shares (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder holder of OAC Ordinary Shares who has validly exercised its appraisal their rights to dissent from the Merger pursuant to Section 262 238 of the DGCL Cayman Act (a collectively, the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting SharesShareholders”) shall be entitled to receive any their portion of the Merger Consideration consideration with respect to the Dissenting OAC Ordinary Shares owned by such Dissenting Stockholder Shareholder (“Dissenting Shares”) unless and until such Dissenting Stockholder Shareholder shall have effectively withdrawn or lost its appraisal rights to dissent from the Merger under the DGCLCayman Act. Each Dissenting Stockholder Shareholder shall be entitled to receive from OAC (or after the Closing, the Surviving Corporation) only the payment resulting from the procedure set forth in Section 262 238 of the DGCL Cayman Act with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. The Company shall give In the Purchaser absence of agreement between OAC (or after the Closing, the Surviving Corporation) and Dissenting Shareholder as to the fair value of the Dissenting Shares, OAC (or after the Closing, the Surviving Corporation) and the Purchaser Representative Dissenting Shareholder shall take all steps and actions within their respective control to ensure that the fair value of such Dissenting Shares is as determined by any one of Deloitte Touche Tohmatsu Limited, PricewaterhouseCoopers, Ernst & Young or KPMG, as appointed by OAC (ior after the Closing, the Surviving Corporation) prompt to do so. In the event that any written notices of objection to the Merger are served by any holder of OAC Ordinary Shares pursuant to Section 238(2) of the Cayman Act, OAC (or after the Closing, the Surviving Corporation) shall serve written notice of any written demands for appraisal, attempted withdrawals of such demands, the authorization and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes approval of this Agreement, the Plan of Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights Merger on such shareholders pursuant to any portion Section 238(4) of the Merger Consideration with respect to any Dissenting SharesCayman Act within twenty (20) days of obtaining the Required OAC Stockholder Vote.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding anything to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Stockholder Capital Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal rights pursuant to for such Company Capital Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) and otherwise complied with respect all of the provisions of the DGCL relevant to its the exercise and perfection of dissenters’ rights shall not be converted into, and any such Company Stock (such sharesStockholder shall have no right to receive, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Aggregate Stock Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Company Stockholder shall have effectively withdrawn fails to perfect or lost withdraws or otherwise loses its right to appraisal rights and payment under the DGCL. Each Dissenting Any Company Stockholder shall be entitled who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Consideration, without any interest thereon, upon surrender, in the manner provided in this Article II, of the Certificates that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing, the Company shall give the Purchaser and the Purchaser Representative Parent (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company GameIQ Stockholder who has validly exercised its appraisal rights pursuant to Section 262 1300 of the DGCL California Corporations Code (a “Dissenting Stockholder”) with respect to its Company GameIQ Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLCalifornia Corporations Code (“CCC”). Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 1300 of the DGCL CCC with respect to the Dissenting Shares owned by such Dissenting StockholderStockholder (the “Cash Consideration”). The Company RDE and GameIQ shall coordinate presentation of the terms and conditions of the Merger and this Agreement to the minority GameIQ Stockholders. If GameIQ is notified by any GameIQ Stockholder that the GameIQ Stockholder is exercising his or her or its dissenter’s rights under Section 1300 of the CCC, GameIQ shall give the Purchaser and the Purchaser Representative RDE (i) prompt notice of any such notice and any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLCCC. The Company GameIQ shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeRDE, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Company Stockholder Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by Company Shareholders who has validly exercised its appraisal rights have not voted in favor of the Initial Merger nor consented thereto in writing and who have given a notice of election to dissent pursuant to Section 262 section 238 of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, the “Dissenting Shares”) shall not be entitled converted into, and any such Company Shareholder shall have no right to receive receive, any portion Stockholder Merger Consideration, and shall cease to have any of the Merger Consideration with respect rights as a shareholder of the Company (save for the right to be paid fair value for the Company Shares). Any Company Shareholder who prior to the Dissenting Initial Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under pursuant to section 238 of the DGCL. Each Dissenting Stockholder Cayman Companies Act shall be entitled treated in the same manner as a Company Shareholder who did not give a notice of election to receive only the payment resulting from the procedure set forth in Section 262 dissent pursuant to section 238 of the DGCL with respect Cayman Companies Act. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Initial Merger Effective Time, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted withdrawals notices of such demands, and any other instruments served election to dissent pursuant to applicable Laws that are section 238 of the Cayman Companies Act received by the Company relating to and any Dissenting Stockholder’s rights withdrawals of appraisal such notices, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLexercise of dissent rights pursuant to section 238 of the Cayman Companies Act. The Subject to the requirements of the Cayman Companies Act, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, Dissenting Shares or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything demand made pursuant to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion Section 238 of the Merger Consideration with respect to any Dissenting SharesCayman Companies Act.

Appraisal and Dissenters’ Rights. No Company Stockholder Shareholder who has validly exercised its appraisal their rights to dissent from the Merger pursuant to Section 262 238 of the DGCL Cayman Law (a collectively, the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting SharesShareholders”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Company Shares owned by such Person (“Dissenting Stockholder Shares”) unless and until such Dissenting Stockholder Person shall have effectively withdrawn or lost its appraisal such Person’s rights to dissent from the Merger under the DGCLCayman Law. Each Dissenting Stockholder Shareholder shall be entitled to receive from the Company (or after the Closing, the Surviving Company), only the payment resulting from the procedure set forth in Section 262 238 of the DGCL Cayman Law with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. In the absence of agreement between the Company (or after the Closing, the Surviving Company) and Dissenting Shareholder as to the fair value of the Dissenting Shares, the Company (or after the Closing, the Surviving Company) and the Dissenting Shareholder shall takes all steps and actions within their respective control to ensure that the fair value of such Dissenting Shares is as determined by any one of Deloitte Touche Tohmatsu Limited, PricewaterhouseCoopers, Ernst & Young or KPMG, as appointed by the Company (or after the Closing, the Surviving Company) to do so. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written objections to the Merger or exercise of dissenter rights or demands for appraisal, attempted withdrawals of such demands, appraisal and any other instruments served pursuant to applicable Laws the Cayman Law that are received by the Company relating to any Dissenting Stockholder’s its shareholders’ rights of appraisal to dissent from the Merger and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to the exercise of dissenter rights or demand for appraisal under the DGCLCayman Law. The Company shall not, except with the prior written consent (not to be unreasonably withheld or delayed) of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to the exercise of any rights to dissent from the Merger or any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any Company Shareholder pursuant to Section 238(2) of the Cayman Law, the Company shall serve written notice of the authorization and approval of this Agreement, the Plan of Merger and the Merger on such shareholders pursuant to Section 238(4) of the Cayman Law within twenty (20) days of obtaining the Required Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares (and Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders Shareholders attributable to any Dissenting Shares and the Dissenting Stockholders Shareholders shall have no rights to any portion of the Merger Consideration Shares (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No shareholder of the Company Stockholder who has validly exercised his, her, or its appraisal rights pursuant to Section 262 92A.300 et seq. of the DGCL NRS (a “Dissenting StockholderShareholder”) with respect to his, her, or its Company Common Stock (such shares, the “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Shareholder unless and until such Dissenting Stockholder Shareholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.300 et seq. of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. The Company shall give the Purchaser and the Purchaser Representative Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Applicable Laws that are received by the Company relating to any Dissenting StockholderShareholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent, voluntarily make any payment with respect to any demands for appraisal, offer to settle settle, or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share pro rata share of any Dissenting Stockholders Shareholders attributable to any Dissenting Shares and the Dissenting Stockholders Shareholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Holdco Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by Holdco Shareholders who has validly exercised its appraisal rights have not voted in favor of the Initial Merger and who have given a notice of election to dissent pursuant to Section 262 section 238 of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (a the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Holdco Dissenting Shares”) shall not be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demandsconverted into, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent such holder of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Holdco Dissenting Shares and (the “Holdco Dissenting Stockholders Shareholder”) shall have no right to receive, any Stockholder Merger Consideration, and shall cease to have any of the rights as a shareholder of the Holdco (save for the right to be paid fair value for the Holdco Dissenting Shares in accordance with the Cayman Companies Act). Any Holdco Shareholder who prior to the Initial Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to any portion payment for their Holdco Dissenting Shares pursuant to section 238 of the Merger Consideration with respect Cayman Companies Act shall be treated in the same manner as a Holdco Shareholder who did not give a notice of election to any Dissenting Sharesdissent pursuant to section 238 of the Cayman Companies Act.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.300 et seq. of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.300 et seq. of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.380 of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.380 of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares; provided, that if the amount of Merger Consideration reduction resulting from the Pro Rata reduction is not fully-realized by the Dissenting Stockholders (such difference, the “Excess Reduction Amount”), such Excess Reduction Amount shall be distributed to the non-dissenting Company Stockholders, in cash, proportionately based on their relative holdings in relation to each other.

Appraisal and Dissenters’ Rights. No Company Stockholder Shareholder who has validly exercised its appraisal rights pursuant to Section 262 Sections 607.1301, 607.1302 and 607.1320 of the DGCL Florida Statutes (a “Dissenting StockholderShareholder”) with respect to its shares of Company Common Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Shareholder unless and until such Dissenting Stockholder Shareholder shall have effectively withdrawn or lost its appraisal rights under the DGCLFlorida Statutes. Each Dissenting Stockholder Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 607.1320 and 607.1326 of the DGCL Florida Statutes with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting StockholderShareholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLFlorida Statutes. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders Shareholders attributable to any Dissenting Shares and the Dissenting Stockholders Shareholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary, Company Stockholder Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who has validly exercised its did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands and perfects appraisal for such shares in accordance with, and complies in all respects with, Section 14-2-1301 et seq. of the GBCC, if and to the extent such Section provides for appraisal rights for such Shares in the Merger (the “Dissenting Shares” and such holders, the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (2.1(e)(vii), but instead such shares, “Dissenting Shares”) holder shall be entitled to receive any portion such consideration as may be determined to be due to such Dissenting Shareholder in accordance with Section 14-2-1301 et seq. of the Merger Consideration GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect to thereto, except the Dissenting Shares owned by such Dissenting Stockholder rights set forth in the GBCC), unless and until such Dissenting Stockholder holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL GBCC with respect to such Dissenting Shares. Notwithstanding the foregoing, if any holder of Dissenting Shares owned shall have waived, effectively withdrawn or lost such right to appraisal under Section 14-2-1301 et seq. of the GBCC or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 14-2-1301 et seq. of the GBCC, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 14-2-1301 et seq. of the GBCC shall cease and such Company Shareholder’s Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive payments with respect to such Dissenting StockholderShares, if any, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interest. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws Law that are received by the Company relating to any Dissenting Stockholder’s Company Shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share portion of the Merger Consideration that would otherwise be due to any Dissenting Stockholders pursuant to Section 1.9 attributable to any Dissenting Shares Shares, and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Notwithstanding anything herein to the contrary, shares of Company Stockholder Capital Stock held by a holder who has validly exercised its made a demand for appraisal of such shares in accordance with Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares), will not be converted into or represent the right to receive consideration in accordance with this Section 2.9 or otherwise hereunder, but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, however, that if a holder of Dissenting Shares (a “Dissenting Shareholder”) withdraws, has failed to perfect or otherwise loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL shall cease) and will be converted into the right to receive the consideration determined in accordance with and subject to the provisions of this Section 2.9 upon surrender of such shares in accordance with Section 2.12. The Company shall give Parent (i) prompt notice of any written demand received by the Company prior to the Effective Time for appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive and any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice withdrawal of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal demand and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under any such demand, notice or instrument to the DGCLextent permitted by applicable Legal Requirements. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent (not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any such demands for appraisal, or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who shall, with respect to any shares of Company Common Stock held by such Company Stockholder for which such Company Stockholder or the “beneficial owner” (as defined, for purposes of this Section 1.10, in Section 262 of the DGCL) with respect to such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its such shares of Company Common Stock (such shares, “Dissenting Shares,” and such Company Stockholder, a “Dissenting Stockholder”) ), shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned held by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under Section 262 of the DGCL with respect to such shares in connection with the Merger shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned held or “beneficially owned” by such Dissenting StockholderPerson. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s or beneficial owner’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative(in each case not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any no Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders Stockholder or beneficial owner shall have no any rights to any portion of the Merger Consideration with respect to any Dissenting SharesShares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Consideration.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL and/or any other applicable Laws, shares of Company Stockholder Common Stock that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Merger Steps nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) and/or any other applicable Laws, and otherwise complied with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion all of the Merger Consideration with respect provisions of the DGCL and/or any other applicable Laws relevant to the Dissenting Shares owned by exercise and perfection of appraisal rights, shall not be converted into, and such Dissenting Stockholder stockholders shall have no right to receive, the applicable Per Share Consideration unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCLDGCL and any other applicable Laws. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect and any other applicable Laws, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Acquisition Closing Date, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCLDGCL and/or any other applicable Laws. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Kernel Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Kernel Dissenting Stockholder”) with respect to its Company Kernel Common Stock (such shares, “Kernel Dissenting Shares”) shall be entitled to receive any portion of the Kernel Merger Consideration with respect to the Kernel Dissenting Shares owned by such Kernel Dissenting Stockholder unless and until such Kernel Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Kernel Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Kernel Dissenting Shares owned by such Kernel Dissenting Stockholder. The Company Kernel shall give the Purchaser PxxxxxXx and the Purchaser ParentCo Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company Kxxxxx relating to any Kernel Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company Kernel shall not, except with the prior written consent of the Purchaser ParentCo and the Purchaser PxxxxxXx Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Kernel Merger Consideration shall be reduced by the Pro Rata Share of any Kernel Dissenting Stockholders attributable to any Kernel Dissenting Shares and the Kernel Dissenting Stockholders shall have no rights to any portion of the Kernel Merger Consideration with respect to any Kernel Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, the holders of Company Stockholder Shares that are issued and outstanding immediately prior to the Company Merger Effective Time and that are held by Company Shareholders who has validly exercised its appraisal rights have not voted in favor of the Company Merger and who have given a notice of election to dissent pursuant to Section 262 238(5) of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (a the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall not be entitled to receive converted into, and any portion such holder of the Company Dissenting Shares (the “Company Dissenting Shareholder”) shall have no right to receive, any Shareholder Merger Consideration with respect Consideration, and shall cease to have any of the rights as a shareholder of the Company (save for the right to be paid fair value for the Company Dissenting Shares). Any holder of Company Shares who prior to the Company Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under pursuant to Section 238(7) of the DGCL. Each Dissenting Stockholder Cayman Companies Act shall be entitled treated in the same manner as a holder of Company Shares who did not give a notice of election to receive only the payment resulting from the procedure set forth in dissent pursuant to Section 262 238(5) of the DGCL with respect Cayman Companies Act. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Company Merger Effective Time, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted withdrawals notices of such demands, and any other instruments served election to dissent pursuant to applicable Laws that are Section 238(5) of the Cayman Companies Act received by the Company relating to and any Dissenting Stockholder’s rights withdrawals of appraisal such notices, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLexercise of dissent rights pursuant to Section 238 of the Cayman Companies Act. The Subject to the requirements of the Cayman Companies Act, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, Company Dissenting Shares or offer to settle or settle any such demands or approve demand made pursuant to Section 238(8) of the Cayman Companies Act. (c) Notwithstanding any withdrawal provision of any such demands. Notwithstanding anything this Agreement to the contrary contained in this Agreement, for all purposes of this Agreementand to the extent available under the Cayman Companies Act, the holders of SPAC Ordinary Shares that are issued and outstanding immediately prior to the SPAC Merger Consideration Effective Time and that are held by SPAC Shareholders who have not voted in favor of the SPAC Merger and who have given a notice of election to dissent pursuant to Section 238(5) of the Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (the “SPAC Dissenting Shares”) shall not be reduced by converted into, and any such holder of the Pro Rata Share of any Dissenting Stockholders attributable to any SPAC Dissenting Shares and (the “SPAC Dissenting Stockholders Shareholder”) shall have no right to receive, any SPAC Merger Consideration, and shall cease to have any of the rights as a shareholder of the SPAC (save for the right to be paid fair value for the SPAC Dissenting Shares). Any holder of SPAC Ordinary Shares who prior to the SPAC Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to any portion payment for their SPAC Dissenting Shares pursuant to Section 238(7) of the Merger Consideration with respect Cayman Companies Act shall be treated in the same manner as a holder of SPAC Ordinary Shares who did not give a notice of election to any Dissenting Sharesdissent pursuant to Section 238(5) of the Cayman Companies Act.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Stockholder Capital Stock held by a holder who has validly exercised its made a demand for appraisal rights pursuant to of such shares in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) with respect any such shares being referred to its Company Stock (such shares, “as "Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and " until such Dissenting Stockholder shall have effectively withdrawn time as such holder fails to perfect or lost its otherwise loses such holder's appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to such shares), will not be converted into or represent the right to receive consideration in accordance with Section 1.5, but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares owned by pursuant to the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, however, that if a holder of Dissenting Shares (a "Dissenting Stockholder. ") withdraws or loses such holder's demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder's Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive payment of consideration determined in accordance with Section 1.5 (subject to Section 1.10) upon surrender of the certificate representing such shares in accordance with the terms of Section 1.8. (b) The Company shall give the Purchaser and the Purchaser Representative Parent: (i) prompt notice of of: (A) any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are demand received by the Company relating prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL; (B) any Dissenting Stockholder’s rights withdrawal of appraisal any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) the opportunity to direct participate in all negotiations and proceedings Proceedings with respect to demand for appraisal under any such demand, notice or instrument. Without limiting the DGCL. The generality of the foregoing, prior to the Effective Time, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment or agree to make any payment with respect to any demands for appraisal. Following the Effective Time, offer neither the Surviving Corporation nor Parent shall, except with the prior written consent of the Stockholders' Representative (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment or agree to settle or settle make any such payment with respect to any demands or approve any withdrawal of any such demandsfor appraisal. Notwithstanding anything the foregoing, to the contrary contained in this Agreement, for all purposes of this Agreementextent that Parent, the Merger Consideration shall be reduced by Surviving Corporation or the Pro Rata Share of Company makes any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration payment or payments with respect to any Dissenting SharesShares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 1.5 of this Agreement ("Dissenting Share Payments"), Parent shall be entitled to recover under the terms of Section 8 hereof the amount of such Dissenting Share Payments.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Capital Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal rights pursuant to for such Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and any such Company Stockholder shall have no right to receive, any Stockholder Merger Consideration (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive or any portion of the Aggregate Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Consideration) unless and until such Dissenting Company Stockholder shall have effectively withdrawn fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Any Company Stockholder shall be entitled who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stockholder Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Article II, of the Company Certificate or Company Certificates that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing, the Company shall give the Purchaser and the Purchaser Representative Acquiror (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeAcquiror (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Total Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser Parent and the Purchaser Parent Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser Parent and the Purchaser Parent Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Total Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of (a) NewCo Ordinary Shares (the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless the holders of NewCo Ordinary Shares who have validly exercised and until such Dissenting Stockholder shall have not effectively withdrawn or lost its appraisal their rights under to dissent from the DGCL. Each Merger pursuant to section 238 of the Cayman Companies Act (the “Dissenting Stockholder Shareholders”) shall be entitled thereafter represent the right to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL Cayman Companies Act with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder, and shall not be entitled to receive the Merger Consideration (which, for the avoidance of doubt, shall not be allocated to the other holders of NewCo Ordinary Shares), unless and until such Dissenting Shareholder effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to the Cayman Companies Act with respect to any Dissenting Shares. The Company and NewCo shall give the Purchaser and the Purchaser Representative Parent (i) prompt notice of any notices of objection, notices of election to dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting StockholderShareholder’s rights of appraisal dissent under the Cayman Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLCayman Companies Act. The Company and NewCo shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything . (b) In the event that any written notices of objection to the contrary contained in this AgreementMerger are served by the holders of NewCo Ordinary Shares pursuant to section 238(2) of the Cayman Companies Act, for all purposes the Company and NewCo shall serve written notice of the authorization of this Agreement, the Plan of Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights Merger on such Shareholders pursuant to any portion section 238(4) of the Merger Consideration Cayman Companies Act within twenty (20) days of obtaining the NewCo Shareholder Approval, provided, that prior to serving any such notice, the Company and NewCo shall consult with Parent with respect to any Dissenting Sharessuch notice and shall afford Parent a reasonable opportunity to comment thereon.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL or, to the extent applicable, the CCC, shares of Company Stockholder Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who has validly exercised its shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) with respect or, to its Company Stock (such sharesthe extent applicable, “Dissenting Shares”) shall be entitled to receive any portion Chapter 13 of the CCC, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights or, to the extent applicable, complied with all of the provisions of the CCC relevant to the exercise and perfection of dissenters’ rights, shall not be converted into, and such shareholders shall have no right to receive, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL, or to the extent applicable, right to dissenters’ rights under the DGCLCCC. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Stock under Section 262 of the DGCL with respect DGCL, or to the Dissenting Shares owned by such Dissenting Stockholder. The extent applicable, dissenters’ rights pursuant to Chapter 13 of the CCC (or other applicable Law), shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereon in accordance with this Agreement. (b) Prior to the Closing, the Company shall give the Purchaser and the Purchaser Representative Acquiror (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL, or to the extent applicable, demands for dissenters’ rights under the CCC. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeAcquiror (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Stockholder Capital Stock held by a holder who has validly exercised its made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, constitute “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (the “CCC”) (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL or Chapter 13 of the CCC with respect to such shares), will not be converted into or represent the right to receive cash in accordance with Section 1.5 (Conversion of Shares), but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL or the CCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL or Chapter 13 of the CCC); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws, has failed to perfect or otherwise loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL or Chapter 13 of the CCC will cease) and will be converted into the right to receive a cash payment determined in accordance with and subject to the provisions of Section 1.5 (Conversion of Shares) upon surrender of the certificate representing such shares in accordance with the terms of Section 1.11 (Exchange/Payment). (b) The Company shall give Parent prompt notice of: (A) any written demand received by the Company prior to the Effective Time for appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion or Chapter 13 of the Merger Consideration with respect CCC; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under Company prior to the DGCL. Each Dissenting Stockholder shall be entitled Effective Time pursuant to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to or the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLCCC. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent (which shall not be unreasonably withheld, voluntarily conditioned or delayed) make any payment with respect to any such demands for appraisal, or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) DGCL, and otherwise complied with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Any Company Stockholder shall be entitled who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 4.2(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing, the Company shall give the Purchaser and the Purchaser Representative LACQ (i) prompt notice (and in any event within one Business Day) of any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Laws that are the DGCL and received by the Company relating to any rights to be paid the fair value of Dissenting Stockholder’s rights of appraisal Shares, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands. The Company shall consult with LACQ prior to making any payment with respect to demands for appraisal under or offering to settle or settling any such demands. Prior to the DGCL. The Merger Effective Time, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeLACQ, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or settle compromise, any such demands or approve waive any withdrawal of any such demands. Notwithstanding anything failure to timely deliver a written demand for appraisal or otherwise comply with the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion provisions under Section 262 of the Merger Consideration with respect DGCL, or agree or commit to do any Dissenting Sharesof the foregoing.

Appraisal and Dissenters’ Rights. No Company Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Common Stock or Preferred Stock outstanding immediately prior to the Effective Time and held by a Stockholder who has validly exercised its is entitled to (i) demand and properly demands appraisal rights of such Appraisal shares pursuant to to, and complies with, Section 262 of the DGCL (a “Dissenting StockholderSection 262”) or (ii) dissenters rights and properly exercises dissenters rights with respect to its Company Stock such Appraisal Shares pursuant to, and complies with, Chapter 13 of the CGCL (such sharestogether with Section 262, the “Dissenting SharesAppraisal Provisions”) ), shall not be entitled converted into the right to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by as provided in Section 2.2(a), but instead such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to such Stockholder’s rights in respect of such Appraisal Shares in accordance with the applicable Appraisal Provisions. At the Effective Time, all Appraisal Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted by the applicable Appraisal Provisions. Notwithstanding the foregoing, if any such Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose such Stockholder’s rights under the applicable Appraisal Provisions, or a court of competent jurisdiction shall determine that such Stockholder is not entitled to the relief provided by the applicable Appraisal Provisions, then the right of such Stockholder under the Appraisal Provisions shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive only the payment resulting from the procedure set forth Merger Consideration as provided in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder2.2(a). The Company shall give the Purchaser and the Purchaser Representative (i) serve prompt notice to Parent of any written demands for appraisal, attempted withdrawals appraisal of such demands, any shares of Common Stock or Preferred Stock and any other instruments served pursuant Parent shall have the right to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of the Purchaser and the Purchaser RepresentativeParent (which consent shall not be unreasonably withheld, conditioned or delayed) or except as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. Notwithstanding anything , or agree to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of do any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Sharesforegoing.

Appraisal and Dissenters’ Rights. No Company Stockholder (a) Notwithstanding any provision of this Agreement to the contrary and in accordance with the Cayman Act, Catcha Ordinary Shares that are outstanding immediately prior to the Merger Effective Time and that are held by Catcha Shareholders who has shall have validly exercised its appraisal properly in writing their dissenters’ rights pursuant to for such Catcha Ordinary Shares in accordance with Section 262 238 of the DGCL Cayman Act and otherwise complied with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (a the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Catcha Shares”) and the holders of such Dissenting Catcha Shares (the “Dissenting Catcha Shareholders”) shall not be entitled converted into, and such Dissenting Catcha Shareholders shall have no right to receive any receive, the applicable portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn Catcha Shareholder fails to perfect or lost withdraws or otherwise loses his, her or its appraisal dissenters’ rights under the DGCLCayman Act. Each Dissenting Stockholder Catcha Share shall no longer be entitled to receive only the payment resulting from the procedure set forth in Section 262 outstanding and shall automatically be cancelled by virtue of the DGCL Merger and each former holder of Dissenting Catcha Shares shall thereafter cease to have any rights with respect to such securities, except the right to be paid the fair value of such Dissenting Catcha Shares and such other rights as are granted by the Cayman Act. Notwithstanding the foregoing, the Catcha Ordinary Shares owned by such any Catcha Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Act shall cease to be Dissenting StockholderCatcha Shares and shall thereupon be deemed to have been converted into, and to have become exchanged for, as of the Merger Effective Time, the right to receive the applicable portion of the Merger Consideration, without any interest thereon. The Company Prior to the Closing, Catcha shall give the Purchaser and the Purchaser Representative (i) Company prompt notice of any written demands for appraisal, attempted dissenters’ rights received by Xxxxxx and any withdrawals of such demands, demands and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct Catcha shall have complete control over all negotiations and proceedings with respect to demand for appraisal under such dissenters’ rights (including the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily ability to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything dissenter rights or demands).If any Catcha Shareholder gives to Catcha, before the vote on the Merger, written objection to the contrary contained Merger in this Agreementaccordance with Section 238(2) of the Cayman Act, for all purposes Catcha shall, in accordance with Section 238(4) of this Agreementthe Cayman Act, promptly give written notice of the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion authorization of the Merger Consideration with respect to any Dissenting Shareseach such Catcha Shareholder who has made a written objection.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (ia) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (iib) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a an “AIRO Dissenting Stockholder”) with respect to its Company Stock (such shares, “AIRO Dissenting Shares”) shall be entitled to receive any portion of the AIRO Merger Consideration with respect to the AIRO Dissenting Shares owned by such AIRO Dissenting Stockholder unless and until such AIRO Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each AIRO Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the AIRO Dissenting Shares owned by such AIRO Dissenting Stockholder. The Company shall give the Purchaser PxxxxxXx and the Purchaser ParentCo Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any AIRO Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser ParentCo and the Purchaser ParentCo Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the AIRO Merger Consideration shall be reduced by the Pro Rata Share of any AIRO Dissenting Stockholders attributable to any AIRO Dissenting Shares and the AIRO Dissenting Stockholders shall have no rights to any portion of the AIRO Merger Consideration with respect to any AIRO Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.300 et seq. of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.300 et seq. of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Company Stockholder Ordinary Shares that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by Company Shareholders who has validly exercised its appraisal rights have not voted in favor of the First Merger and who have given a notice of election to dissent pursuant to Section 262 section 238 of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (a the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall not be entitled to receive converted into, and any portion such holder of the Company Dissenting Shares (the “Company Dissenting Shareholder”) shall have no right to receive, any Company Merger Consideration with respect Consideration, and shall cease to have any of the rights as a shareholder of the Company (save for the right to be paid fair value for the Company Dissenting Shares as granted under the applicable Cayman Companies Act). Any Company Shareholder who prior to the First Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under pursuant to section 238 of the DGCL. Each Dissenting Stockholder Cayman Companies Act shall be entitled treated in the same manner as a Company Shareholder who did not give a notice of election to receive only the payment resulting from the procedure set forth in Section 262 dissent pursuant to section 238 of the DGCL with respect Cayman Companies Act. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The First Merger Effective Time, the Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals notices of such demands, and any other instruments served election to dissent pursuant to applicable Laws that are section 238 of the Cayman Companies Act received by the Company relating to and any Dissenting Stockholder’s rights withdrawals of appraisal such notices, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLexercise of dissent rights pursuant to section 238 of the Cayman Companies Act. The Subject to the requirements of the Cayman Companies Act, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative(which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, Company Dissenting Shares or offer to settle or settle any such demands or approve demand made pursuant to Section 238 of the Cayman Companies Act. (c) Notwithstanding any withdrawal provision of any such demands. Notwithstanding anything this Agreement to the contrary contained in this Agreement, for all purposes of this Agreementand to the extent available under the Cayman Companies Act, the Purchaser Ordinary Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders of the Purchaser who have not voted in favor of the Second Merger Consideration and who have given a notice of election to dissent pursuant to section 238 of the Cayman Companies Act and otherwise complied in all respects with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (collectively the “Purchaser Dissenting Shares”) shall not be reduced by converted into, and any such holder of the Pro Rata Share of any Dissenting Stockholders attributable to any Purchaser Dissenting Shares and (the “Purchaser Dissenting Stockholders Shareholder”) shall have no right to receive, any Purchaser Merger Consideration, and shall cease to have any of the rights as a shareholder of the Company (save for the right to be paid fair value for the Purchaser Dissenting Shares as granted under the applicable Cayman Companies Act). Any Purchaser Shareholder who prior to the Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to any portion payment for their Purchaser Dissenting Shares pursuant to section 238 of the Merger Consideration Cayman Companies Act shall be treated in the same manner as a Purchaser Shareholder who did not give a notice of election to dissent pursuant to section 238 of the Cayman Companies Act. (d) Prior to the Effective Time, Purchaser shall give the Company (i) prompt notice of any notices of election to dissent pursuant to section 238 of the Cayman Companies Act received by Purchaser and any withdrawals of such notices, and (ii) the opportunity to participate in all negotiations and proceedings with respect to the exercise of dissent rights pursuant to section 238 of the Cayman Companies Act. Subject to the requirements of the Cayman Companies Act, Purchaser shall not, except with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any Purchaser Dissenting SharesShares or offer to settle or settle any demand made pursuant to Section 238 of the Cayman Companies Act.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.380 of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Common Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.380 of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration Shares with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the BVI Act, Company Stockholder Shares that are outstanding immediately prior to the Initial Merger Effective Time and that are held by Company Shareholders who has validly exercised its appraisal rights have not voted in favor of the Initial Merger nor consented thereto in writing and who have given a notice of election to dissent pursuant to Section 262 section 179 of the DGCL BVI Act and otherwise complied with all of the provisions of the BVI Act relevant to the exercise and perfection of dissenters’ rights (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, the “Dissenting Shares”” ) shall not be entitled converted into, and any such Company Shareholder shall have no right to receive receive, any portion Stockholder Merger Consideration, and shall cease to have any of the Merger Consideration with respect rights as a shareholder of the Company (save for the right to be paid fair value for the Company Shares). Any Company Shareholder who prior to the Dissenting Initial Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under pursuant to section 179 of the DGCL. Each Dissenting Stockholder BVI Act shall be entitled treated in the same manner as a Company Shareholder who did not give a notice of election to receive only the payment resulting from the procedure set forth in Section 262 dissent pursuant to section 179 of the DGCL with respect BVI Act. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Initial Merger Effective Time, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted withdrawals notices of such demands, and any other instruments served election to dissent pursuant to applicable Laws that are section 179 of the BVI Act received by the Company relating to and any Dissenting Stockholder’s rights withdrawals of appraisal such notices, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLexercise of dissent rights pursuant to section 179 of the BVI Act. The Subject to the requirements of the BVI Act, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, Dissenting Shares or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything demand made pursuant to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion Section 179 of the Merger Consideration with respect to any Dissenting SharesBVI Act.

Appraisal and Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Stockholder Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who has validly exercised its did not vote in favor of the Company Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal rights of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(f)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the DGCL (a “and at the Effective Time, such Dissenting Stockholder”) Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect to its Company Stock (such sharesthereto, “Dissenting Shares”) shall be entitled to receive any portion except the rights set forth in Section 262 of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder DGCL), unless and until such Dissenting Stockholder holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal rights under the DGCL. Each If any Dissenting Stockholder Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be entitled treated as if they had been converted into and become exchangeable for the right to receive only the payment resulting from the procedure set forth in Section 262 receive, as of the DGCL with respect Effective Time, the applicable portion of the Transaction Share Consideration pursuant to the Dissenting Shares owned by such Dissenting StockholderSection 2.1(f)(vii), without interest. The Company shall give the Purchaser and the Purchaser Representative (i) Pubco prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws Law that are received by the Company relating to any Dissenting Stockholder’s Company Shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePubco, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary, Company Stockholder Shares that are issued and outstanding immediately prior to the Company Merger Effective Time and which are held by a Company Shareholder who has validly exercised its did not vote in favor of the Company Merger (or consent thereto in writing) and who is entitled to demand and properly demands and perfects appraisal for such shares in accordance with, and complies in all respects with, Section 14-2-1301 et seq. of the GBCC, if and to the extent such Section provides for appraisal rights for such Shares in the Merger (the “Dissenting Shares” and such holders, the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (2.1(f)(vii), but instead such shares, “Dissenting Shares”) holder shall be entitled to receive any portion such consideration as may be determined to be due to such Dissenting Shareholder in accordance with Section 14-2-1301 et seq. of the GBCC (and at the Company Merger Consideration Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect to thereto, except the Dissenting Shares owned by such Dissenting Stockholder rights set forth in the GBCC), unless and until such Dissenting Stockholder holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL GBCC with respect to such Dissenting Shares. Notwithstanding the foregoing, if any holder of Dissenting Shares owned shall have waived, effectively withdrawn or lost such right to appraisal under Section 14-2-1301 et seq. of the GBCC or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 14-2-1301 et seq. of the GBCC, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 14-2-1301 et seq. of the GBCC shall cease and such Company Shareholder’s Dissenting Shares shall be deemed to have been converted at the Company Merger Effective Time into, and shall have become, the right to receive payments with respect to such Dissenting StockholderShares, if any, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(f)(vii) without interest. The Company shall give the Purchaser Pubco and the Purchaser Representative (i) prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws Law that are received by the Company relating to any Dissenting Stockholder’s Company Shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of the Purchaser Pubco and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) DGCL, and otherwise complied with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion all of the Merger Consideration with respect provisions of the DGCL relevant to the Dissenting Shares owned by exercise and perfection of appraisal rights, shall not be converted into, and such Dissenting Stockholder stockholders shall have no right to receive, the applicable Per Share Consideration unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing Date, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Stockholder Capital Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly and validly exercised its made a demand for appraisal rights pursuant to of such shares in compliance with Section 262 of the DGCL (a “Dissenting Stockholder”) with respect any such shares being referred to its Company Stock (such shares, as “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and ” until such Dissenting Stockholder shall have effectively withdrawn time as such holder fails to perfect or lost its otherwise loses such holder’s appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to such shares or it is determined that such holder does not have appraisal rights in accordance with the DGCL), will not be converted into or represent the right to receive cash in accordance with Section 1.5, but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares owned by pursuant to the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, that if a holder of Dissenting Shares (a “Dissenting Stockholder. ”) withdraws or loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive a cash payment determined in accordance with and subject to the provisions of Section 1.5 (subject to Sections 1.11, 1.12, 1.13 and 1.15) upon surrender of a Letter of Transmittal and the certificate representing such shares in accordance with the terms of Section 1.11. (b) The Company shall give the Purchaser and the Purchaser Representative Parent: (i) prompt notice of of: (A) any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are demand received by the Company relating prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to the DGCL, or, if applicable, Chapter 13 of the California Code; (B) any Dissenting Stockholder’s rights withdrawal of appraisal any such demand and (C) any other demand, notice or instrument delivered to the Company pursuant to the DGCL or, if applicable, Chapter 13 of the California Code; and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under any such demand, notice or instrument. Prior to the DGCL. The Company Closing, neither Parent nor any of its Affiliates (including the Surviving Corporation) shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make or commit to make any payment with respect to any demands for appraisal, Dissenting Shares or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting SharesShares without the prior written consent of the Company.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant Notwithstanding anything contained herein to Section 262 of the DGCL (a “contrary, any Dissenting Stockholder”) Shares shall not be converted into the right to receive the consideration provided for in Sections 1.9(a)-(b), but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to its Company Stock any such Dissenting Shares pursuant to Delaware Law or the CCC. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law or the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or the CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to such sharesprovisions). If, “after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares”) , then any such shares shall immediately be entitled converted into the right to receive any portion the consideration payable pursuant to Sections 1.9(a)-(b), as applicable in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10(a), following the satisfaction of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure applicable conditions set forth in Section 262 1.10(a), the amount of the DGCL with cash to which such holder would be entitled in respect to the thereof under this Section 1.9 as if such shares never had been Dissenting Shares owned by such Dissenting StockholderShares. The Company or the Indemnifying Parties’ Agent shall give the Purchaser and the Purchaser Representative Acquiror (i) prompt notice of any written demands for appraisalappraisal or purchase received by the Company or the Indemnifying Parties’ Agent, attempted as applicable, withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are Delaware Law or the CCC and received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity right to direct all consult with the Company or the Indemnifying Parties’ Agent, as applicable, in any negotiations and or proceedings with respect to demand demands for appraisal or purchase under Delaware Law or the DGCLCCC. The Company (prior to the Effective Time) or the Indemnifying Parties’ Agent (after the Effective Time), as applicable, shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably withheld or delayed), or as otherwise required under Delaware Law or the Purchaser and the Purchaser RepresentativeCCC, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained demand in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share respect of any Dissenting Stockholders attributable Shares. Subject to any Section 8.2, the payout of consideration under this Agreement to the stockholders of the Company (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.9(g) and under Delaware Law or the Dissenting Stockholders CCC) shall have no not be affected by the exercise or potential exercise of appraisal rights to or dissenters’ rights under Delaware Law or the CCC by any portion other stockholder of the Merger Consideration with respect to any Dissenting SharesCompany.

Appraisal and Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Stockholder Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who has validly exercised its did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal rights of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the DGCL (a “and at the Effective Time, such Dissenting Stockholder”) Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect to its Company Stock (such sharesthereto, “Dissenting Shares”) shall be entitled to receive any portion except the rights set forth in Section 262 of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder DGCL), unless and until such Dissenting Stockholder holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal rights under the DGCL. Each If any Dissenting Stockholder Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be entitled treated as if they had been converted into and become exchangeable for the right to receive only the payment resulting from the procedure set forth in Section 262 receive, as of the DGCL with respect Effective Time, the applicable portion of the Transaction Share Consideration pursuant to the Dissenting Shares owned by such Dissenting StockholderSection 2.1(e)(vii), without interest. The Company shall give the Purchaser and the Purchaser Representative (i) TortoiseCorp III prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws Law that are received by the Company relating to any Dissenting Stockholder’s Company Shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeTortoiseCorp III, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Notwithstanding anything in this Agreement to the contrary, all shares of Company Stockholder who Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder that has validly exercised perfected her, his or its appraisal rights right to dissent pursuant to Section 262 of the DGCL, including making a demand of the Company to purchase her, his or its shares pursuant to the DGCL and submitting her, his or its shares for endorsement pursuant to the DGCL, and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”, and the holder of such Dissenting Shares, a “Dissenting Stockholder”) with respect shall not be converted into or represent a right to its Company Stock (such sharesreceive the Merger Consideration hereunder, “Dissenting Shares”) and the holder thereof shall be entitled only to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned such rights as are granted by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Stock and of withdrawals of such demands and any other instruments provided pursuant to the DGCL. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise), the Dissenting Shares held by such holder shall be converted on a share-by-share basis into the right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement, without any interest thereon. Any payments made in respect of Dissenting Shares shall be made by or at the direction of the Purchaser Representative within the time period set forth in the DGCL. The Company shall give the Purchaser (i) prompt notice of any written demands for appraisalnotices of intent to demand payment under the DGCL or other written notices relating to the exercise of dissenters’ rights in respect of any shares of Company Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to applicable Laws that are the DGCL and received by the Company relating to any Dissenting Stockholder’s shareholders’ dissenters’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings and otherwise participate in negotiations and proceedings with respect to demand demands for appraisal fair value under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for appraisalsettle, offer to settle or settle any such demands demand for payment or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) DGCL, and otherwise complied with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing, the Company shall give the Purchaser and the Purchaser Representative Acquiror (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all proceedings and negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except Except with the prior written consent of Acquiror (not to be unreasonably withheld, delayed or conditioned), the Purchaser and the Purchaser Representative, voluntarily Company shall not make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Capital Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal rights pursuant to for such Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and any such Company Stockholder shall have no right to receive, any Stockholder Merger Consideration (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive or any portion of the Aggregate Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Consideration) unless and until such Dissenting Company Stockholder shall have effectively withdrawn fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Any Company Stockholder shall be entitled who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL with respect shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stockholder Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Article II, of the Company Certificate or Company Certificates that formerly evidenced such shares of Company Capital Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing, the Company shall give the Purchaser and the Purchaser Representative Acquiror (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeAcquiror (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL or, to the extent applicable, the CCC, shares of Company Stockholder Common Stock and Company Founders Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock and Company Founders Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) with respect DGCL, or to its Company Stock (such sharesthe extent applicable, “Dissenting Shares”) shall be entitled to receive any portion Chapter 13 of the CCC, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights or, to the extent applicable, complied with all of the provisions of the CCC relevant to the exercise and perfection of dissenters’ rights, shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL, or to the extent applicable, right to dissenters’ rights under the DGCLCCC. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock and Company Founders Stock under Section 262 of the DGCL with respect DGCL, or to the Dissenting Shares owned by extent applicable, dissenters’ rights pursuant to Chapter 13 of the CCC, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such Dissenting Stockholder. The shares of Company Common Stock or Company Founders Stock (as the case may be). (b) Prior to the Closing, the Company shall give the Purchaser and the Purchaser Representative Spartan (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL, or to the extent applicable, demands for dissenters’ rights under the CCC. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSpartan (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. (a) No later than five (5) Business Days after the date of this Agreement (or such later date as may be mutually agreed by the Company Stockholder and LEC), the Company shall, in accordance with Section 262 of the DGCL, sent a notice to each of the Company Stockholders who are entitled to appraisal and/or dissenters rights that such appraisal and/or dissenters rights are available for any or all shares of such class or series of Company Capital Stock, and shall include in such notice a copy of Section 262(d)(2) of the DGCL. (b) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has validly exercised its made a demand for appraisal rights pursuant to of such shares in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) with respect any such shares being referred to its Company Stock (such shares, as “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and ” until such Dissenting Stockholder shall have effectively withdrawn time as such holder fails to perfect or lost its otherwise loses such holder’s appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to such shares), will not be converted into or represent the right to receive the consideration in accordance with Section 2.1, but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares owned by pursuant to the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder. ”) withdraws or loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date of which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be automatically converted into the right to receive a cash payment determined in accordance with Section 2.1 upon surrender of the Company Stock Certificate representing such shares in accordance with the terms of Section 2.6. (c) The Company shall give the Purchaser and the Purchaser Representative LEC: (i) prompt notice of of: (A) any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are demand received by the Company relating prior to the Effective Time to require the Company to purchase any Dissenting Stockholder’s rights share of appraisal Company Capital Stock pursuant to Section 262 of the DGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under any such demand, notice or instrument. Following the DGCLEffective Time, LEC shall (1) keep the Stockholders’ Representative reasonably updated on the status of the Dissenting Shares proceedings and (2) to the extent practicable, allow the Stockholders’ Representative with the opportunity to participate in all negotiations and proceedings with respect to the Dissenting Shares. The Company shall notnot make any payment or settlement offer prior to the Effective Time with respect to any Dissenting Shares unless LEC shall have consented in writing to such payment or settlement offer (which consent shall not be unreasonably withheld, except conditioned or delayed). LEC shall not make any payment or settlement offer prior to or after the Effective Time with respect to any Dissenting Shares without the prior written consent of the Purchaser and Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). If LEC can no longer recover against the Purchaser Representative, voluntarily make any payment with respect to any demands Participating Securityholders for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes Damages under Section 9.1(a)(iii) of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration Agreement with respect to any Dissenting Shares, LEC’s obligations to comply with the requirements of this Section 2.7(c) shall terminate.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Company Stockholder Ordinary Shares that are issued and outstanding immediately prior to the First Merger Effective Time and that are held by Company Shareholders who has validly exercised its appraisal rights have not voted in favor of the First Merger and who have given a notice of election to dissent pursuant to Section 262 section 238 of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (a the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall not be entitled to receive converted into, and any portion such holder of the Company Dissenting Shares (the “Company Dissenting Shareholder”) shall have no right to receive, any Company Merger Consideration with respect Consideration, and shall cease to have any of the rights as a shareholder of the Company (save for the right to be paid fair value for the Company Dissenting Shares and such other rights as are granted by the Cayman Companies Act). Any Company Shareholder who prior to the First Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to payment for their Company Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under pursuant to section 238 of the DGCL. Each Dissenting Stockholder Cayman Companies Act shall be entitled treated in the same manner as a Company Shareholder who did not give a notice of election to receive only the payment resulting from the procedure set forth in Section 262 dissent pursuant to section 238 of the DGCL with respect Cayman Companies Act. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The First Merger Effective Time, the Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals notices of such demands, and any other instruments served election to dissent pursuant to applicable Laws that are section 238 of the Cayman Companies Act received by the Company relating to and any Dissenting Stockholder’s rights withdrawals of appraisal such notices, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLexercise of dissent rights pursuant to section 238 of the Cayman Companies Act. The Subject to the requirements of the Cayman Companies Act, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative(which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisal, Company Dissenting Shares or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything demand made pursuant to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion Section 238 of the Merger Consideration with respect to any Dissenting SharesCayman Companies Act.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser Pubco and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Pubco, Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Common Stock that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) DGCL, and otherwise complied with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion all of the Merger Consideration with respect provisions of the DGCL relevant to the Dissenting Shares owned by exercise and perfection of appraisal rights, shall not be converted into, and such Dissenting Stockholder stockholders shall have no right to receive, the applicable Per Share Consideration unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(c), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing Date, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Common Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration Shares with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Stockholder Capital Stock held by a holder who has validly exercised its made a demand for appraisal rights pursuant to of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the CCC (a any such shares being referred to as “Dissenting Stockholder”) Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL or Chapter 13 of the CCC with respect to its Company Stock (such shares), “Dissenting Shares”) shall will not be entitled converted into or represent the right to receive any portion of cash in accordance with Section 1.5, but will be converted into the Merger Consideration right to receive such consideration as may be determined to be due with respect to the such Dissenting Shares owned by pursuant to the DGCL or the CCC (and at the Effective Time, such Dissenting Stockholder unless Shares shall no longer be outstanding and until shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have effectively withdrawn or lost its appraisal any rights under with respect thereto, except the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure rights set forth in Section 262 of the DGCL with respect to or, if applicable, Chapter 13 of the CCC); provided, however, that if a holder of Dissenting Shares owned by (a “Dissenting Stockholder”) withdraws or loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder. Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive a cash payment determined in accordance with Section 1.5 (subject to Section 1.10) upon surrender of the certificate representing such shares in accordance with the terms of Section 1.9. (b) The Company shall give the Purchaser and the Purchaser Representative Parent: (i) prompt notice of of: (A) any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are demand received by the Company relating prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CCC; (B) any Dissenting Stockholder’s rights withdrawal of appraisal any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or the CCC; and (ii) the opportunity to direct participate in all negotiations and proceedings Proceedings with respect to demand for appraisal under any such demand, notice or instrument. Without limiting the DGCL. The generality of the foregoing, prior to the Effective Time, the Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment or agree to make any payment with respect to any demands for appraisal. Following the Effective Time, offer neither the Surviving Corporation nor Parent shall, except with the prior written consent of the Stockholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment or agree to settle or settle make any such payment with respect to any demands or approve any withdrawal of any such demandsfor appraisal. Notwithstanding anything the foregoing, to the contrary contained in this Agreement, for all purposes of this Agreementextent that Parent, the Merger Consideration shall be reduced by Surviving Corporation or the Pro Rata Share of Company (x) makes any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration payment or payments with respect to any Dissenting SharesShares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 1.5 of this Agreement or (y) incurs any Damages in respect of any Dissenting Shares (excluding payments for such shares) ((a) and (b) together “Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Section 8 hereof the amount of such Dissenting Share Payments.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share pro rata share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder Shareholder who has validly exercised its appraisal rights pursuant to Section 262 Article 13 of the DGCL GBCC (a “Dissenting StockholderShareholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Shareholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Shareholder unless and until such Dissenting Stockholder Shareholder shall have effectively withdrawn or lost its appraisal rights under the DGCLGBCC. Each Dissenting Stockholder Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 Article 13 of the DGCL GBCC with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting StockholderShareholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLGBCC. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Shareholder Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders Shareholders attributable to any Dissenting Shares and the Dissenting Stockholders Shareholders shall have no rights to any portion of the Shareholder Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Capital Stock that are outstanding immediately prior to the Initial Effective Time and that are held by stockholders of the Company who has validly exercised its shall have demanded properly in writing appraisal rights pursuant to for such shares of Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights (a “Dissenting Stockholder”) with respect to its Company Stock (such sharescollectively, the “Dissenting Shares”) shall not be entitled converted into, and such stockholders shall have no right to receive any portion of receive, the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have stockholder fails to perfect or withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdrawn withdraws or lost otherwise loses his, her or its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Initial Effective Time, the right to receive the Merger Consideration, without any interest thereon. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing, the Company shall give the Purchaser and the Purchaser Representative Parent (i) prompt notice of any written demands for appraisalappraisal or, to the extent applicable, demands for dissenters’ rights received by the Company and any withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisal, appraisal or demands for dissenters’ rights or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.380 of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Common Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.380 of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) DGCL, and otherwise complied with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Closing, the Company shall give the Purchaser and the Purchaser Representative Switchback (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except consult with the Switchback prior written consent of the Purchaser and the Purchaser Representative, voluntarily make to making any payment with respect to any demands for appraisal, offer appraisal or offering to settle or settle any such demands or approve any withdrawal of settling any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Stockholder Common Stock that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by stockholders of the Company who has validly exercised its shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights pursuant to for such Company Common Stock in accordance with Section 262 of the DGCL (a “Dissenting Stockholder”) DGCL, and otherwise complied with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion all of the Merger Consideration with respect provisions of the DGCL relevant to the Dissenting Shares owned by exercise and perfection of appraisal rights, shall not be converted into, and such Dissenting Stockholder stockholders shall have no right to receive, the applicable Per Share Consideration unless and until such Dissenting Stockholder shall have effectively withdrawn stockholder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCL. Each Dissenting Stockholder shall be entitled Any stockholder of the Company who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to the Dissenting Shares owned by such Dissenting Stockholder. The Acquisition Closing Date, the Company shall give the Purchaser and the Purchaser Representative SPAC (i) prompt notice of any written demands for appraisal, attempted appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeSPAC, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.