Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Act, Company Shares that are outstanding immediately prior to the Acquisition Effective Time, Time and that are held by holders who are entitled to demand appraisal rights under Section 262 shareholders of the DGCL and Company who shall have demanded properly exercised and perfected their respective demands in writing dissenters’ rights for appraisal of such shares Company Shares in the time and manner provided in accordance with Section 262 238 of the DGCL and, as Cayman Act and otherwise complied with all of the Effective Time, have neither effectively withdrawn nor lost their provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the into, and such shareholders shall have no right to receive receive, the applicable Shareholder Merger Consideration, but shall, by virtue of the Merger, be entitled to only Consideration unless and until such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed shareholder fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s otherwise loses his, her or its right to appraisal and payment dissenters’ rights under the DGCLCayman Act. The Company Shares owned by any Company Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, such holder’s Shares her or its dissenters’ rights pursuant to the Cayman Act shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Effective Time into Time, the right to receive the applicable Shareholder Merger Consideration Consideration, without any interest thereon. (less any amounts entitled b) Prior to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective TimeAcquisition Closing, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give PubCo prompt written notice to Parent of any demands for dissenters’ rights received by the Company for appraisal and any withdrawals of any Shares, such demands and Parent the Company shall have the right to participate in, and direct complete control over all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without dissenters’ rights (including the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company ability to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Acquisition Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands).

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Law, Dissenting Shares shall be cancelled at the Effective TimeTime and Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration with respect to their Shares and shall instead be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to their Shares; provided, however, that all Shares held by Dissenting Shareholders who shall have failed to exercise or have effectively withdrawn or lost their dissenter’s rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled and converted into, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andbecome exchanged for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Consideration, without interest thereon, in the manner provided in Section 2.6(e3.02(c)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent (i) prompt written notice to Parent of any notice of objection, notice of dissent or demands for appraisal, attempted withdrawals of such notices or demands and any other instruments served pursuant to applicable Law that are received by the Company for appraisal of any Shares, relating to its Dissenting Shareholders’ rights and Parent shall have (ii) the right opportunity to participate in, and direct and/or approve all negotiations and Legal Proceedings proceedings with respect to any such demandsnotice or demand for appraisal under the Cayman Companies Law. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or 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 shareholders of the Company pursuant to Section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to Section 238(4) of the Cayman Companies Law within two (2) days of obtaining the Company Shareholder Approval at the Company Shareholders’ Meeting.

Dissenters’ Rights. If, pursuant to the terms of NRS 92A.300 through 92A.500, holders of Shares are entitled to dissenter’s rights, then notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time, and Time that are held by holders any holder who are entitled to demand appraisal has not voted in favor of the Merger or consented thereto in writing and who shall have properly demanded and perfected dissenter’s rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andNRS 92A.300 through 92A.500, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL inclusive (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, Consideration but shall, by virtue of the Merger, instead shall be entitled to only receive such consideration payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to Section 262 of the DGCLNRS; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal dissent and demand payment of fair value under the DGCLNRS, each such holder’s Shares Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation right to receive, without any interest thereon, the Merger Consideration in accordance with Section 2.1(a)(i), and such Share shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLno longer be a Dissenting Share. The Company shall give prompt written notice to Parent of any written demands received by the Company for appraisal payment of the fair value (as defined in NRS 92A.320) in respect of any SharesShares and attempted withdrawals of such demands and any other instruments served pursuant to NRS 92A.440 and received by the Company, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or appraisals of Shares, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Shares outstanding immediately prior to the Effective Time, and held by holders No Person who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly has validly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under dissent from the DGCL (the “Dissenting Shares”), shall not be converted into the right Merger pursuant to receive Merger Consideration, but shall, by virtue Section 238 of the Merger, Cayman Companies Law shall be entitled to only receive the Per Share Merger Consideration or Per ADS Merger Consideration with respect to the Shares owned by such consideration as Person unless and until such Person shall have lost such Person’s rights to dissent from the Merger under the Cayman Companies Law. Each Dissenting Shareholder shall be determined pursuant entitled to receive only the payment resulting from the procedure in Section 262 238 of the DGCL; provided, that if any Cayman Companies Law with respect to Shares owned by such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLShareholder. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal and any other instruments served pursuant to the Cayman Companies Law that are received by the Company for appraisal of any Shares, relating to its shareholders’ rights to dissent from the Merger and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemand for appraisal under the Cayman Companies Law. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to the exercise of any rights to dissent from the Merger or any demands for appraisal or 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 shareholder of the Company pursuant to Section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization and approval of this Agreement, the Plan of Merger and the Transactions on such shareholders pursuant to Section 238(4) of the Cayman Companies Law within 20 days of obtaining the Required Company Vote at the Company Shareholders’ Meeting.

Dissenters’ Rights. Shares Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time, and Time that are held by holders any Person who are (i) is entitled to demand appraisal rights under Section 262 of dissent from the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL (the “Dissenters’ Rights Statute”), (ii) did not vote in favor of the Merger or consent thereto in writing and (iii) complies in all other respects with the Dissenters’ Rights Statute (such shares, “Dissent Shares”) shall not be converted into a right to receive the Per Share Merger Consideration as provided in Section 2.1(c), but rather the holders of Dissent Shares shall be entitled to the right to receive payment of the fair value of such Dissent Shares in accordance with the Dissenters’ Rights Statute; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to receive payment of the fair value under the Dissenters’ Rights Statute, then the right of such holder to be paid the fair value of such holder’s right to appraisal Dissent Shares shall cease and payment under the DGCL, such holder’s Dissent Shares shall be deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for, the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Consideration, without interest, as provided in Section 2.6(e2.1(c)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any written demands and any other instruments served pursuant to the Dissenters’ Rights Statute received by the Company for relating to rights of appraisal of any Sharesunder the Dissenters’ Rights Statute, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. As set forth in the Plan, and notwithstanding any provision of this Agreement to the contrary, if required by the MBCA (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time, Date and that are held by holders of such Shares who are entitled to demand appraisal rights under Section 262 have not voted in favor of the DGCL approval of the Plan or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and perfected their respective demands for appraisal of such shares in the time and manner provided in who have complied with, Section 262 302A.473 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL MBCA (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, such Dissenting Shares will be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment of the DGCL; provided, that if fair value of such Dissenting Shares in accordance with the provisions of such Section 302A.473 unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn waives, withdraws or lost such holder’s right loses his, her or its rights to appraisal and payment under the DGCLMBCA. If, after the Effective Date, any such holder fails to perfect or effectively waives, withdraws or loses such right, such holder’s Dissenting Shares shall will thereupon be deemed to have treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Date, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each remain liable for payment of the holders Merger Consideration for such Shares. At the Effective Date, any holder of Dissenting Shares shall cease to have any rights with respect to the notice contemplated by Company, except the rights provided in Section 262 302A.473 of the DGCLMBCA and as provided in the previous sentence. The Company shall will give prompt written Parent (i) notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, Shares and Parent shall have (ii) the right opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares Notwithstanding any provision of this Agreement to the contrary, in the event appraisal rights are available under Section 262 of the DGCL in connection with the Merger, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, Time and that are held by holders who have not voted in favor of or consented to the Merger and who are entitled to demand appraisal and have properly demanded their rights under to be paid the fair value of such shares of Company Common Stock in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be cancelled and converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to as provided in Section 2.6(e)2.01(c), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares with the notice contemplated shall be entitled to only such rights as are granted by Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or otherwise effectively waives, withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted into, and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration as provided in Section 2.01(c), without any interest thereon. The Company shall give prompt written notice to promptly notify Parent of any notices of intent, demands or other communications received by the Company for appraisal of any Sharesshares of Company Common Stock and attempted withdrawals of such demands, and Parent shall have the right to participate in, and direct all in negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal. The Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent or as otherwise required by an Order, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding anything contained herein to the Effective Timecontrary, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “any Dissenting Shares”), Shares shall not be converted into the right to receive Merger Considerationthe cash amount provided for in Section 1.9(a), but shall, by virtue of shall instead be converted into the Merger, be entitled right to only receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment thereunder for such shares shall be receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to Section 262 of such provisions). If, after the DGCL; providedEffective Time, that if any Dissenting Shares shall lose their status as Dissenting Shares, then any such holder shares shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall immediately be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld cash payable pursuant to Section 2.6(e)1.9(a) 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(b), and following the satisfaction of the applicable conditions set forth in Section 1.10(b), the amount of cash to which such Shares shall not holder would be deemed to be entitled in respect thereof under this Section 1.9 as if such shares never had been Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Acquiror prompt written notice to Parent of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Sharessuch demands, and Parent shall have any other instruments regarding demands of appraisal served pursuant to Delaware Law and received by the right to participate in, and direct all negotiations and Legal Proceedings Company. Except with respect to such demands. The Company shall not, without the prior written consent of ParentAcquiror, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held by holders a holder who are did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and has properly demanded appraisal rights under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of (such shares in the time and manner provided in Section 262 of the DGCL andShares, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue and shall instead represent the right to receive payment of the Merger, be entitled fair value of such Dissenting Shares in accordance with and to only such consideration as shall be determined pursuant to the extent provided by Section 262 of the DGCL; provided. From and after the Effective Time, that if a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of an owner of an Equity Interest of the Surviving Corporation or of a stockholder of Parent. If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such holder’s loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted converted, as of the Effective Time Time, into and shall be exchangeable solely for the right to receive the Merger Consideration (less Consideration, without interest and subject to any amounts entitled to be deducted or withheld pursuant to withholding of Taxes required by applicable Law in accordance with Section 2.6(e3.2(f)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent (a) prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and Parent shall have any other instruments served pursuant to the right DGCL and received by the Company relating to participate in, rights to be paid the fair value of Dissenting Shares and (b) the opportunity to direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlemake any payment with respect to, or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “No Dissenting Shares”), Stockholder shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined any Stock Consideration, Cash Consideration, cash in lieu of fractional shares thereof or any dividends or other distributions pursuant to Section 262 this Article IV in respect of the DGCL; provided, that if any Dissenting Shares owned by such Dissenting Stockholder unless and until the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment dissent from the Merger under the DGCL, such holder’s Shares and any Dissenting Stockholder shall be deemed to have been converted as of the Effective Time into the right entitled to receive only the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated payment provided by Section 262 of the DGCLDGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Dissenting Shares, such Dissenting Shares shall thereupon be treated as though such Shares had been converted into the Merger Consideration pursuant to Section 4.1 hereof. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to Law received by the Company for relating to stockholders’ rights of appraisal of any Shares, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemand for appraisal under the DGCL. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (i) Notwithstanding any provision of this Section 2.1 to the contrary, any Company Common Shares that are outstanding immediately prior to the Effective Time, Time and that are held by holders a Shareholder who are entitled to demand appraisal rights under Section 262 has not voted such Company Common Shares in favor of the DGCL this Agreement and have who has properly exercised exercised, preserved and perfected their respective demands for appraisal of dissenters' rights with respect to such shares Company Common Shares in accordance with the time and manner provided in Section 262 of MBCL, including Sections 86 through 98 thereof (the DGCL "Dissenting Provisions") and, as of the Effective Time, have has neither effectively withdrawn nor lost their its right to exercise such dissenters' rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”"), shall will not be converted into the or represent a right to receive the Merger ConsiderationConsideration pursuant to Section 2.1(c), but shall, by virtue of the Merger, holder thereof will be entitled to only such consideration as shall be determined pursuant to Section 262 payment of the DGCL; providedfair value of such Dissenting Shares in accordance with the Dissenting Provisions. (ii) Notwithstanding the provisions of Section 2.1(c), that if any such holder shall have failed of Company Common Shares who demands dissenters' rights with respect to its Company Common Shares under the MBCL effectively withdraws or loses (through failure to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLotherwise) its dissenters' rights, such holder’s Shares shall be deemed to have been converted then as of the Effective Time or the occurrence of such event, whichever later occurs, such Shareholder's Company Common Shares will automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.1(c), without interest thereon, upon surrender of the certificate or certificates formerly representing such Company Common Shares. (less iii) The Company will give Parent (x) prompt notice of any amounts entitled written intent to be deducted or withheld demand payment of the fair value of any Company Common Shares, withdrawals of such demands and any other instruments served pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands MBCL received by the Company for appraisal of any Shares, and Parent shall have (y) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdissenters' rights under the MBCL. The Company shall not, without the prior written consent of Parent, may not voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any exercise of the foregoing. Prior to the Effective Time, Parent shall dissenters' rights and may not, except with the prior written consent of the CompanyParent, require the Company to make any payment with respect to any demands for appraisal settle or offer to settle or settle any such demandsdissenters' rights.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time, Time (other than Cancelled Shares) and that are held by holders of such Shares who are entitled to demand have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shallinstead, by virtue at the Effective Time, will be converted into the right to receive payment of the Merger, be entitled to only fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of such Section 262 of the DGCL; provided, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws, waives or lost such holder’s right loses its rights to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of it being understood that at the Effective Time such Dissenting Shares shall no longer be outstanding). If, after the Effective Time, any such holder fails to perfect or effectively withdraws, waives or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to in accordance with Section 2.6(e)2.1(a), without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares shall not be deemed to be Dissenting Shares. Within ten days after At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. The Company shall will give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal appraisals of Shares (and of any Shares, withdrawals of such demands and Parent shall have of any other instruments served pursuant to the right DGCL and received by the Company relating to such demand) and (ii) the opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without and shall not agree to, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle compromise rights with respect to any such demands.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, shares of CNB Financial Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the MBCA (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the MBCA, except that all Dissenters’ Shares outstanding held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the MBCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7 of the Certificate(s) that, immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 evidenced such shares. CNB Financial shall give United Financial Bancorp (i) prompt notice of the DGCL and have properly exercised and perfected their respective any written demands for appraisal payment of fair value of any shares of CNB Financial Common Stock, attempted withdrawals of such shares in the time demands and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined any other instruments served pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal MBCA and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by CNBFinancial relating to shareholders’ dissenters’ rights and (ii) the Company for appraisal of any Shares, and Parent shall have the right opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demandsdemands under the MBCA consistent with the obligations of CNB Financial thereunder. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent CNB Financial shall not, except with the prior written consent of the CompanyUnited Financial Bancorp, require the Company to (x) make any payment with respect to any demands for appraisal or such demand, (y) offer to settle or settle any such demandsdemand for payment of fair value or (z) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the MBCA.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held of record or beneficially by holders a Person who are has not voted in favor of approval of the Merger and adoption of the Plan of Merger and who is entitled to demand appraisal and properly demands dissenter’s rights under Section 262 with respect to such Shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Sections 302A.471 and 302A.473 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL MBCA (the “Dissenting SharesDissenters’ Rights”), shall not be converted into or represent the right to receive the Merger Consideration, Consideration for such Dissenting Shares but shall, by virtue instead shall be entitled only to payment of the Merger, be entitled to only such consideration as shall be fair value (including interest determined pursuant to in accordance with Section 262 302A.473 of the DGCLMBCA) of such Dissenting Shares in accordance with the Dissenters’ Rights; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to dissent under (or a court of competent jurisdiction shall determine that such holder is not entitled to receive fair value pursuant to) the Dissenters’ Rights, then the right of such holder to be paid the fair value of such holder’s right to appraisal Dissenting Shares shall cease and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive receive, the Merger Consideration Consideration, upon surrender of such Dissenting Shares in accordance with Section 2.5, without interest and subject to any withholding of Taxes required by applicable Law. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. b) The Company shall give provide prompt written notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to applicable Law that are received by the Company for appraisal of Dissenters’ Rights with respect to any Shares, and Parent shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Prior to . (c) If the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make Surviving Corporation makes any payment with respect to the Dissenting Shares to the holders thereof pursuant to the Dissenters’ Rights, then any demands for appraisal or offer portion of the Merger Consideration relating to settle or settle any such demandsDissenting Shares held in the Payment Fund shall be delivered by the Paying Agent to the Surviving Corporation upon demand.

Dissenters’ Rights. Any provision of this Agreement to the contrary notwithstanding, Shares that are issued and outstanding immediately prior to the Effective Time, Time (other than the Cancelled Shares) and that are held by holders of such Shares who are entitled to demand have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, such Dissenting Shares will be entitled to only receive payment of the fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of such Section 262 of the DGCL; provided, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such holder’s Dissenting Shares shall will thereupon be deemed to have been converted as of into, at the Effective Time into Time, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares shall not be deemed to be Dissenting Shares. Within ten days after At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. The Company shall will give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, Shares and Parent shall have (ii) the right opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time, Time (other than Cancelled Shares) and that are held by holders of such Shares who are entitled to demand have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, such Dissenting Shares will be entitled to only receive payment of the fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of such Section 262 of the DGCL; provided, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn waives, withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively waives, withdraws or loses such right, such holder’s Dissenting Shares shall will thereupon be deemed to have treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares shall not be deemed to be Dissenting Shares. Within ten days after At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. The Company shall will give prompt written Parent (i) notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, Shares and Parent shall have (ii) the right opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, subject to any rights the holder thereof may have under this Section 3.01(d). Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and Time that are held by holders any holder who are entitled to demand appraisal rights under Section 262 has (i) not voted in favor of approval of the DGCL Merger and have properly exercised adoption of the Plan of Merger, (ii) demanded and perfected their respective demands for appraisal such holder’s right to dissent from the Merger and to be paid the fair value of such shares of Company Common Stock in the time accordance with Sections 302A.471 and manner provided in Section 262 302A.473 of the DGCL and, MBCA and (iii) as of the Effective Time, have neither has not effectively withdrawn nor or lost their such dissenters’ rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into or represent the right to receive the Merger ConsiderationConsideration as provided in Section 3.01(c), but shallthe holder thereof, by virtue if such holder complies in all respects with Sections 302A.471 and 302A.473 of the MergerMBCA (the “Dissenters’ Rights”), shall be entitled to only such consideration as shall be determined pursuant to Section 262 payment of the DGCLfair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with the Dissenters’ Rights; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to dissent under the Dissenters’ Rights, then the right of such holder to be paid the fair value of such holder’s right to appraisal Dissenting Shares shall cease and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive receive, the Merger Consideration (less Consideration, without interest thereon and subject to any amounts entitled to be deducted or withheld pursuant to applicable withholding Taxes specified in Section 2.6(e3.03(h)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give provide prompt written notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to applicable Law that are received by the Company for appraisal Dissenters’ Rights with respect to any shares of any SharesCompany Common Stock, and Parent shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Law, Dissenting Shares shall be cancelled at the Effective TimeTime and Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration with respect to their Shares and shall instead be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to their Shares; provided, and however, that all Shares held by holders Dissenting Shareholders who are entitled shall have failed to demand perfect or have effectively withdrawn or lost their appraisal rights under Section 262 of the DGCL Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have properly exercised been cancelled and perfected their respective demands for appraisal of such shares in the time converted into, and manner provided in Section 262 of the DGCL andto have become exchanged for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Consideration, without interest thereon, in the manner provided in Section 2.6(e3.02(c)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent (i) prompt written notice to Parent of any notice of objection, notice of dissent or demands for appraisal, attempted withdrawals of such notices or demands and any other instruments served pursuant to applicable Law that are received by the Company for relating to its shareholders’ rights of appraisal of any Shares, and Parent shall have (ii) the right opportunity to participate in, and direct and/or approve all negotiations and Legal Proceedings proceedings with respect to any such demandsnotice or demand for appraisal under the Cayman Companies Law. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or 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 shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within two (2) days of obtaining the Company Shareholder Approval at the Company Shareholders’ Meeting.

Dissenters’ Rights. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, subject to any rights the holder thereof may have under this Section 2.05. Notwithstanding anything in this Agreement to the contrary, shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time, and Time that are held by holders any holder who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised (a) demanded and perfected their respective demands for appraisal such holder’s right to dissent from the Merger and to be paid the fair value of such shares of Company Common Stock in the time accordance with Sections 302A.471 and manner provided in Section 262 302A.473 of the DGCL andMBCA, (b) has not voted in favor of approval of the Merger and adoption of the Plan of Merger and (c) as of the Effective Time, have neither has not otherwise effectively withdrawn nor or lost their such dissenters’ rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into or represent the right to receive the Merger ConsiderationConsideration as provided in Section 2.01(a), but shallthe holder thereof, by virtue if such holder complies in all respects with Sections 302A.471 and 302A.473 of the MergerMBCA (the “Dissenters’ Rights”), shall be entitled to only such consideration as shall be determined pursuant to Section 262 payment of the DGCLfair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such Dissenting Shares in accordance with the Dissenters’ Rights; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to dissent under the Dissenters’ Rights, then the right of such holder to be paid the fair value of such holder’s right to appraisal Dissenting Shares shall cease and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive receive, the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Consideration, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLwithout interest thereon. The Company shall give provide prompt written notice to Parent of any demands, communications, attempted withdrawals of such demands and any other instruments served pursuant to Sections 302A.471 and 302A.473 of the MBCA or which otherwise makes any demand for payment of the fair value of any shares of Company Common Stock, that are received by the Company for appraisal Dissenters’ Rights with respect to any shares of any SharesCompany Common Stock, and Parent shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, notwithstanding anything in Section 5.01 to the contrary, the Company shall not, without the prior written consent of ParentParent (which consent shall not to be unreasonably withheld, conditioned, or delayed), make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, any Shares outstanding immediately prior to the Effective Time, and Time that are held by holders a stockholder (a “Dissenting Stockholder”) who are entitled to demand appraisal rights under Section 262 has neither voted in favor of the DGCL adoption of this Agreement nor consented thereto in writing and have who has demanded properly exercised in writing appraisal for such Shares and otherwise properly perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively not withdrawn nor or lost their his or her rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) in accordance with Section 262 of the DGCL will not be converted into into, or represent the right to receive receive, the Merger Consideration, but shall, by virtue of the Merger, . Such Dissenting Stockholders will be entitled to only receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such consideration as shall be determined Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall DGCL will thereupon be deemed to have been converted as of the Effective Time into into, and represent the right to receive receive, the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), in the manner provided in Article II and such Shares shall not be deemed to will no longer be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall will give Parent prompt written notice to Parent of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company for appraisal relating to stockholders’ rights of any Shares, and appraisal. The Company will give Parent shall have the right opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal. The Company shall will not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the MGBCL, Company Shares that are outstanding immediately prior to the Effective TimeTime and that are held by any shareholder who is entitled to exercise, and properly exercises, dissenter’s rights with respect to such Company Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 351.455 and Sections 351.870 et seq. of the MGBCL, shall not be converted into, exchangeable for or represent the right to receive, the Merger Consideration. Any such shareholder shall instead be entitled to receive payment of the fair value of such shareholder’s Dissenting Shares in accordance with the provisions of the MGBCL; provided, however, that all Dissenting Shares held by holders any shareholder who are entitled shall have failed to perfect or who otherwise shall have withdrawn, in accordance with the MGBCL, or lost such shareholder’s rights to demand an appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal payment in respect of such shares in Company Shares under the time MGBCL, shall thereupon be deemed to have been converted into, and manner provided in Section 262 of the DGCL andto have become exchangeable for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted interest thereon, upon surrender or withheld pursuant to Section 2.6(e))delivery, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Timeas applicable, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. Ownership Evidence that formerly evidenced such Company Shares. (b) The Company shall give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal of any payment for Dissenting Shares, withdrawals of such demands and Parent shall have any other instruments, notices or other documents served pursuant to the right MGBCL with respect thereto, and (ii) the opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to any such demandsdemands for payment under the MGBCL. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or appraisal, offer to settle or settle any such demands or approve any withdrawal or waiver of any such demands.

Dissenters’ Rights. Shares Notwithstanding anything in this Agreement to the contrary and to the extent available under Section 262 of the DGCL, any Share that is issued and outstanding immediately prior to the Effective Time, and held by holders a Company stockholder who are entitled to demand appraisal rights under Section 262 complies in all respects with all of the provisions of the DGCL relevant to the exercise and have properly exercised and perfected their respective demands for appraisal perfection of dissenters’ rights (such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the Share being a “Dissenting SharesShare,” and such Company stockholder being a “Dissenting Stockholder”), shall not be converted into the right to receive the Per Share Merger Consideration, but shall, by virtue Consideration to which the holder of the Merger, such share would be entitled pursuant to only Section 2.1(a) but rather shall be converted into the right to receive such consideration as shall may be determined to be due with respect to such Dissenting Share pursuant to Section 262 of the DGCL; provided, that if . If any such holder shall have failed Dissenting Stockholder fails to perfect or shall have effectively withdrawn or lost such holderstockholder’s right to appraisal and payment dissenters’ rights under the DGCLDGCL or effectively withdraws or otherwise loses such rights with respect to any Dissenting Shares, such holder’s Dissenting Shares shall thereupon automatically be deemed to have been converted as of the Effective Time into the right to receive receive, without any interest thereon, the consideration referred to in Section 2.1(a), pursuant to the exchange procedures set forth in Section 2.2. Notwithstanding anything to the contrary contained in this Agreement, if the Merger Consideration (less any amounts entitled is rescinded or abandoned, then the right of a Company stockholder to be deducted or withheld paid the fair value of such holder’s Dissenting Shares pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each 262 of the holders DGCL shall cease. The Company shall give Parent (i) prompt notice of Shares any demand for payment of the fair value of any shares of Company Stock or any attempted withdrawal of any such demand for payment and any other instrument served pursuant to the DGCL and received by the Company relating to any stockholder’s dissenters’ rights and (ii) the opportunity to lead all negotiations and proceedings with the notice contemplated by Section 262 of respect to any such demands for payment under the DGCL. The Company shall give prompt written notice to Parent of not voluntarily make any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings payment with respect to such demands. The Company shall not, any demand for appraisal with respect to any Dissenting Shares without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (such Shares, collectively, the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL in respect of any such Shares; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall shares Shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Notwithstanding anything herein to the contrary, Parent and Purchaser shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings with respect to any such demands. The , and the Company shall not, without the prior written consent of Parent, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement, any Shares outstanding immediately prior to the Effective Time, and Time which are held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e1.6(e)), and such Shares shall not no longer be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Merger Sub of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Xxxxxx Sub shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentXxxxxx and Merger Sub, settle or offer to settle, or make any payment with respect to, or settle or offer to settleany such demands, approve any withdrawal of any such demands, or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding anything to the Effective Timecontrary in this Agreement, and held by to the extent that holders who of Company Common Stock are entitled to demand appraisal dissenters’ rights under Section 262 11.65 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andIBCA, Dissenting Common Shares that are outstanding as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall Time will not be converted into the right to receive Merger Consideration, but shall, by virtue the consideration payable in respect of the Merger, be entitled to only such consideration as shall be determined Company Common Stock pursuant to Section 262 of 3.1 hereof unless and until the DGCL; provided, that if any such holder shall have failed to perfect perfect, or shall have effectively withdrawn or lost such holder’s lost, his, her or its right to appraisal and payment dissent from the Merger under the DGCL, such holder’s Shares IBCA. The holder of any Dissenting Common Share shall be deemed to have been converted as treated in accordance with Section 11.70 of the Effective Time into the right IBCA and, as applicable, shall be entitled only to receive the Merger Consideration (less any amounts entitled such rights as may be granted to be deducted or withheld such holder pursuant to Section 2.6(e))11.70 of the IBCA with respect thereto. Parent shall be given a reasonable opportunity to review and comment on all notices or other communications to be sent to holders of Dissenting Common Shares, and the Company shall consider in good faith any comments of Parent and revise such Shares shall not notices or communications as may be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLappropriate. The Company shall will give Parent (a) prompt written notice to Parent of any notice or demands for appraisal or payment for shares of Company Common Stock, any withdrawal of demand for payment and any other similar instruments received by the Company for appraisal of any Shares, and Parent shall have (b) the right opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to any such demandsdemands or notices at Parent’s cost and expense. The Company shall will not, without the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), settle any such demands or notices or make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment in respect of any such demands or notices. Parent will pay any consideration as may be determined to be due with respect to any demands for appraisal or offer Dissenting Common Shares pursuant to settle or settle any such demandsand subject to the requirements of applicable Law.

Dissenters’ Rights. Shares outstanding immediately prior (a) Notwithstanding any provision of this Agreement to the Effective Timecontrary other than Section 1.14(b), and any shares of Company Common Stock held by holders a holder who are entitled to demand appraisal rights under Section 262 of the DGCL duly and have properly exercised and perfected their respective validly demands for appraisal of such shares in accordance with Delaware Law and is in compliance with all the time provisions of Delaware Law concerning the right of such holder to demand appraisal of such shares in connection with the Merger and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have neither has not effectively withdrawn nor or lost their rights to such appraisal and payment under the DGCL or dissenters' rights (the “"Dissenting Shares”"), shall not be converted into the or represent a right to receive Merger Consideration, but shall, by virtue any portion of the Merger, be entitled to only such consideration as shall be determined Common Merger Consideration pursuant to Section 262 of the DGCL; provided1.7, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares but instead shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled only such consideration as may be determined to be deducted due with respect to such Dissenting Shares under Delaware Law. (b) Notwithstanding the provisions of Section 1.7, if any holder of shares of Company Common Stock who demands payment for such shares under Delaware Law shall effectively withdraw or withheld pursuant lose (through failure to Section 2.6(e))perfect or otherwise) such holder's appraisal rights, then, as of the later of the Effective Time and the occurrence of such Shares event, such holder's shares shall not be deemed to no longer be Dissenting Shares. Within ten days after Shares and shall automatically be converted into and represent only the Effective Time, right to receive the Surviving Corporation shall provide each applicable portion of the holders of Shares with the notice contemplated by Common Merger Consideration, as provided in Section 262 1.7, without interest thereon, upon surrender of the DGCL. certificate representing such shares in accordance with Section 1.11. (c) The Company shall give Purchaser (i) prompt notice of the receipt of any written notice to Parent of any demands demand for payment or intent to demand payment for any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company which relate to any such demand for appraisal of any Shares, payment and Parent shall have (ii) the right opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings which take place prior to the Effective Time with respect to such demandsdemands for payment under Delaware Law. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyPurchaser, require the Company to either (y) voluntarily make any payment with respect to any demands for appraisal payment for Company Common Stock or offer to settle or settle any such demandsdemands or (z) make any offer to buy, or accept any offer to sell, any shares of Company Common Stock.

Dissenters’ Rights. Shares Notwithstanding anything in this Agreement to the contrary, each share of Company Common Stock outstanding immediately prior to the Effective Time, Time and held by holders a holder who are is entitled to demand and has properly demanded appraisal rights under for such shares of Company Common Stock in accordance with, and who complies in all respects with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal (such share of such shares in the time and manner provided in Section 262 of the DGCL andCompany Common Stock, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue and shall instead represent the right to receive payment of the Merger, be entitled consideration due to only such consideration as shall be determined pursuant Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL; provided, that if . If any such holder shall have failed fails to perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such holder’s loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted converted, as of the Effective Time Time, into and shall be exchangeable solely for the right to receive the Merger Consideration (less Consideration, without interest and subject to any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each withholding of the holders of Shares with the notice contemplated Taxes required by Section 262 of the DGCLapplicable Law. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to participate in, in and direct to control all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares (a) Notwithstanding any provision ------------------ of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time, Time and which are held by holders Persons who are shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing payment of the fair market value of such shares of Company Common Stock in accordance with the BCL (collectively, the "Dissenting Shares") shall not be converted into or represent ----------------- the right to receive shares of Purchaser Common Stock or cash as provided in this Agreement. Such Persons shall be entitled to demand appraisal rights under Section 262 receive payment from the Surviving Corporation of the DGCL and fair market value of such shares of Company Common Stock held by them in accordance with the provisions of the BCL, except that all Dissenting Shares held by Shareholders who shall have properly exercised and perfected failed to perfect or who effectively shall have withdrawn or lost their respective demands for rights to appraisal of such shares in under the time BCL shall thereupon be deemed to have been converted into and manner provided in Section 262 of the DGCL andto have become exchangeable for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger ConsiderationPurchaser Common Stock and/or cash as provided herein, but shallupon surrender in the manner provided in Section 3.01, by virtue of the Merger, be entitled to only certificate or certificates that formerly evidenced such consideration as shall be determined pursuant to Section 262 shares of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Company Common Stock. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. b) The Company shall give to the Purchaser (i) prompt written notice to Parent of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the BCL and received by the Company for appraisal of any Shares, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for payment of fair market value under the BCL. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyPurchaser, require the Company to make any payment with respect to any demands for appraisal such demands, or offer to settle settle, or settle settle, any such demands. Any amount payable to any Person exercising dissenters' rights shall be paid solely by the Surviving Corporation out of its own funds.

Dissenters’ Rights. Shares Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shares of Company Common Stock shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares Company Common Stock with the notice contemplated by Section 262 of the DGCL. The Parent, Purchaser and the Company shall give prompt written notice to Parent agree that the Surviving Corporation will not assert that any Top-Up Shares or any promissory note used as a portion of the consideration for the Top-Up Shares negatively impact the fair value of any demands received by Dissenting Shares. The Parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Company for appraisal of any Dissenting Shares, and Parent shall have to the right to participate infullest extent permitted by applicable Legal Requirements, and direct all negotiations and Legal Proceedings the fair value if the Dissenting Shares will be determined in accordance with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any Section 262 of the foregoing. Prior DGCL without regard to the Effective TimeTop-Up Option, the Top-Up Shares or any promissory note delivered by Purchaser or Parent shall not, except with the prior written consent of the Company, require to the Company to make any in payment with respect to any demands for appraisal or offer to settle or settle any such demandsthe Top-Up Shares.

Dissenters’ Rights. Shares outstanding immediately prior that have not been voted for adoption of this Agreement and with respect to the Effective Time, and held by holders who are entitled to demand which appraisal rights under has been properly demanded in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shall, by virtue Consideration at or after the Effective Time unless and until the holder of the Merger, be entitled to only such consideration as shall be determined pursuant to Shares (a “Dissenting Stockholder”) withdraws such demand for such appraisal (in accordance with Section 262 262(k) of the DGCL; provided) or becomes ineligible for such appraisal. If a holder of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, that if any then, as of the Effective Time or the occurrence of such holder shall have failed to perfect or shall have effectively withdrawn or lost event, whichever last occurs, each of such holder’s right Dissenting Shares will cease to appraisal be a Dissenting Share and payment under the DGCL, such holder’s Shares shall will be deemed to have been converted as of the Effective Time into and represent the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))Consideration, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLwithout interest thereon. The Company shall will give Parent prompt written notice to Parent of any demands for appraisal, attempted withdrawals of such demands and any other documents received by the Company for appraisal from any Dissenting Stockholder relating to stockholders’ rights of any Sharesappraisal, and Parent shall will have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demandsdemands except as required by applicable Law. The Company shall will not, without the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or enter into any agreement with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsappraisal.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding any other provision of this Agreement to the Effective Timecontrary, and held by to the extent that holders who thereof are entitled to demand appraisal rights under Section 262 of the DGCL or similar appraisal or dissenters’ rights under any other applicable Law, shares of Company Common Stock issued and have outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected their respective demands his, her or its demand for appraisal of such shares in the time and manner provided in or dissenters’ rights under Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to or such appraisal and payment under the DGCL other applicable Law (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, but shall, by virtue the holders of the Merger, such Dissenting Shares shall be entitled to only receive such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL or such other applicable Law; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s his or her right to appraisal or dissenters’ rights and payment under the DGCLDGCL or such other applicable Law, as applicable (whether occurring before, at or after the Effective Time), such holder’s Shares shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and such Shares shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands for appraisal of or dissenters’ rights respecting any shares of Company Common Stock (or threats thereof), withdrawals of such demands and any other instruments served pursuant to the DGCL or such other applicable Law received by the Company for relating to appraisal of any Sharesor dissenters’ demands, and Parent shall have the right to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time, and that are not held by holders Parent, Merger Sub or any other wholly owned direct or indirect Subsidiary of Parent, and that are held by any Person who are is entitled to demand appraisal rights under Section 262 of dissent from the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL (the “Dissenters’ Rights Statute”), who did not vote in favor of the Merger or consent thereto in writing and who complies in all other respects with the Dissenters’ Rights Statute (such shares, “Dissent Shares”) shall not be converted into a right to receive the Per Share Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissent Shares shall be entitled to the right to receive payment of the fair value of such Dissent Shares in accordance with the Dissenters’ Rights Statute; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to receive payment of the fair value under the Dissenters’ Rights Statute, then the right of such holder to be paid the fair value of such holder’s right to appraisal Dissent Shares shall cease and payment under the DGCL, such holder’s Dissent Shares shall be deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for, the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Consideration, without interest, as provided in Section 2.6(e2.01(c)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any written demands and any other instruments served pursuant to the Dissenters’ Rights Statute received by the Company for relating to rights of appraisal of any Sharesunder the Dissenters’ Rights Statute, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree . Each holder of Dissent Shares who becomes entitled to do any of the foregoing. Prior payment for such shares pursuant to the Effective Time, Parent Dissenters’ Rights Statute shall not, except receive payment therefor from the Surviving Corporation in accordance with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsDissenters’ Rights Statute.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held of record or beneficially by holders a Person who are has not voted in favor of approval of the Merger and adoption of the Plan of Merger and who is entitled to demand appraisal and properly demands dissenter’s rights under Section 262 with respect to such Shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Sections 302A.471 and 302A.473 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL MBCA (the “Dissenting SharesDissenters’ Rights”), shall not be converted into or represent the right to receive the Merger Consideration, Consideration for such Dissenting Shares but shall, by virtue instead shall be entitled only to payment of the Merger, be entitled to only such consideration as shall be fair value (including interest determined pursuant to in accordance with Section 262 302A.473 of the DGCLMBCA) of such Dissenting Shares in accordance with the Dissenters’ Rights; provided, however, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost lose the right to dissent under the Dissenters’ Rights, then the right of such holder to be paid the fair value of such holder’s right to appraisal Dissenting Shares shall cease and payment under the DGCL, such holder’s Dissenting Shares shall be deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive receive, the Merger Consideration Consideration, upon surrender of such Dissenting Shares in accordance with Section 1.7, without interest and subject to any withholding of Taxes required by applicable Law. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. b) The Company shall give provide prompt written notice to Parent and its counsel of any demands, attempted withdrawals of such demands and any other instruments served pursuant to applicable Law that are received by the Company for appraisal of Dissenters’ Rights with respect to any Shares, and Parent shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Prior to . (c) If the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make Surviving Corporation makes any payment with respect to the Dissenting Shares to the holders thereof pursuant to the Dissenters’ Rights, then any demands for appraisal or offer portion of the Merger Consideration relating to settle or settle any such demandsDissenting Shares held in the Exchange Fund shall be delivered by the Paying Agent to the Surviving Corporation upon demand.

Dissenters’ Rights. Shares outstanding immediately In accordance with Sections 23B.13.010 through 23B.13.310 of the WBCA, dissenters' rights shall be available to holders of Percon Common Stock in connection with the Merger. Notwithstanding anything to the contrary herein, any Percon Common Stock held of record by persons who, prior to the Effective Time, have objected to the Merger and held by holders who are entitled to demand appraisal rights under Section 262 complied with all applicable provisions of Sections 23B.13.010 through 23B.13.310 of the DGCL WBCA (the "WBCA Dissenters' Rights Provisions") necessary to perfect and have properly exercised and perfected maintain their respective demands for appraisal of dissenters' rights thereunder (any such shares in the time and manner provided in Section 262 of the DGCL andPercon Common Stock, "Dissenting Shares") shall not be converted as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted Time into the a right to receive the Merger ConsiderationPrice as provided in Section 1.4, but shallbut, by virtue instead, shall entitle the holder of such shares to such rights as may be available under the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLWBCA Dissenters' Rights Provisions; provided, however, that if any after the Effective Time such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right to appraisal and payment otherwise loses his rights under the DGCLWBCA Dissenters' Rights Provisions, then the shares of Percon Common Stock owned by such holder’s Shares holder immediately prior to the Effective Time shall be deemed to have treated as if they had been converted as of the Effective Time into the a right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Price as provided in Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not1.4, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoinginterest. Prior to the Effective Time, Parent Percon shall give PSC prompt notice of its receipt of each notification from a shareholder stating such shareholder's intent to demand payment for his or her shares if the Merger is effectuated, and PSC shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, Percon shall not, except with the prior written consent of the CompanyPSC, require the Company to make any payment with respect to any demands for appraisal to, or settle, or offer to settle or settle settle, any such demands. After the Effective Time, PSC shall pay, or shall cause the Surviving Corporation to pay, any amounts that may become payable in respect of Dissenting Shares under the WBCA Dissenters' Rights Provisions.

Dissenters’ Rights. Shares (a) Notwithstanding anything in any other Section of this Agreement to the contrary, any shares of Company Common Stock outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled to demand has not voted in favor of the Merger or consented thereto in writing, and who has demanded appraisal rights under for such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into into, or represent the right to receive receive, the Merger Consideration, but shallunless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, by virtue all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive, subject to and net of any applicable withholding of Taxes, payment of the Merger, be entitled to only appraised value of such consideration as shall be determined pursuant to Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL; provided. Notwithstanding the foregoing, that if any such holder shall have failed fail to perfect or otherwise shall have effectively withdrawn waive, withdraw or lost such holder’s lose the right to appraisal and payment under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder’s holder to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time into or the occurrence of such event, whichever last occurs, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted interest thereon, upon surrender, in the manner provided in Section 2.02, of the Certificate or withheld pursuant to Section 2.6(e)), and Certificates that formerly evidenced such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. . (b) The Company shall give Acquirer prompt written notice to Parent of any demands for appraisal received by the Company, withdrawals of such demands and any other instruments served on or otherwise received by the Company for appraisal of any Sharespursuant to the DGCL, and Parent Acquirer shall have the right to participate in, in and direct control all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyAcquirer, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), if any, shall not be converted into shares of PNSO Common Stock but shall instead be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 the CGCL. VisiJet shall give PNSO prompt notice of the DGCL; provided, that if any such holder shall have failed demand received by VisiJet to perfect or shall have effectively withdrawn or lost such holder’s right require VisiJet to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as purchase shares of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))VisiJet Common Stock, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent PNSO shall have the right to direct (in consultation with VisiJet prior to the Closing Date) and to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demandsdemand. The Company shall notVisiJet agrees that, without except with the prior written consent of ParentPNSO, which PNSO shall not unreasonably withhold or delay, or as required under the CGCL, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demandspurchase demand. Each holder of Dissenting Shares ("Dissenting Shareholder") who, or agree pursuant to do any the provisions of CGCL, becomes entitled to payment of the foregoingfair value for shares of VisiJet Common Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). Prior to If, after the Effective Time, Parent any Dissenting Shares shall notlose their status as Dissenting Shares, except with PNSO shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of VisiJet Common Stock, the prior written consent of the Company, require the Company Merger Consideration to make any payment with respect to any demands for appraisal or offer to settle or settle any which such demandsshareholder would otherwise be entitled under this Agreement.

Dissenters’ Rights. Shares outstanding immediately prior No Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration with respect to the Effective Time, and held by holders who are Dissenting Shares but shall instead be entitled to receive the payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to Dissenting Shares, provided that, notwithstanding the foregoing, if any holder of Shares fails to exercise or perfect his dissenter’s rights, or any Dissenting Shareholder has withdrawn his demand appraisal for, or lost his rights to, such rights under Section 262 238 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andCayman Companies Law, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), he shall thereupon not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), a Dissenting Shareholder and such his Shares shall thereupon (i) not be deemed to be Dissenting Shares. Within ten days after Shares and (ii) be cancelled in exchange for the right to receive the Per Share Merger Consideration with respect to each of his Shares as of the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent (i) prompt written notice to Parent of any demands written objections, notices, petitions or attempted withdrawals of such objections, notices, petitions or other communications served pursuant to applicable Law that are received by the Company for appraisal of any Sharesrelating to the Company shareholders’ entitlement to dissent, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdissenters’ rights under the Cayman Companies Law. The In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the Cayman Companies Law, the Company shall not, without the prior use commercially reasonable efforts to serve written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any notice of the foregoingauthorization of the Merger on such shareholders pursuant to Section 238(4) of the Cayman Companies Law within five Business Days (but in any event the Company shall serve such notice no later than twenty days) immediately following the date on which the Merger is approved by shareholders of the Company at the Shareholders’ Meeting. Prior to Following approval of the Effective TimeMerger at the Shareholders’ Meeting, Parent the Company shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect payment, offer or take any other action in relation to any demands for appraisal or offer to settle or settle any such demandsdissenters’ rights.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement, Shares issued and outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically canceled and no longer outstanding and shall cease to exist and the holder thereof shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL in respect of such Shares; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e3.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, withdrawals of such demands and any other instruments served to it pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to ARTICLE 9, Parent and Purchaser shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time, and Time that are held by holders who are any stockholder of the Company that is entitled to demand and properly demands appraisal rights under of such stockholder’s Shares pursuant to, and that complies in all respects with, the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in (“Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL 262”) (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 2.1(a), but shallbut, by virtue of the Mergerinstead, such holder will be entitled to only such consideration rights as shall are granted by Section 262. At the Effective Time, all Dissenting Shares will no longer be determined pursuant outstanding and automatically will be cancelled and will cease to exist, and, except as otherwise provided by applicable Laws, each holder of Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted under Section 262 of 262. Notwithstanding the DGCL; providedforegoing, that if any such holder shall have failed of Dissenting Shares fails to validly perfect or shall have effectively withdrawn otherwise waives, withdraws or lost such holder’s loses the right to appraisal under Section 262, or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then, in each case, the rights of such holder under Section 262 will cease, and payment under the DGCL, such holder’s Dissenting Shares shall will be deemed to have been converted as of at the Effective Time into into, and will have become, the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to as provided in Section 2.6(e2.1(a)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall will not, without except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, delayed or conditioned), voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or make a binding offer to settlesettle with (unless it results in the withdrawal of an appraisal demand), any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company will give Parent notice of any such demands, or agree to do any of the foregoing. Prior demands prior to the Effective Time, and Parent shall not, except with will have the prior written consent of the Company, require the Company right to make any payment participate in all negotiations and proceedings with respect to any demands for appraisal or offer to settle or settle exercise by any such demandsstockholder of dissenter’s rights.

Dissenters’ Rights. Shares Notwithstanding Section 2.1(a), to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Common Stock issued and outstanding immediately prior to the Effective Time, Time and held by holders a holder who are entitled to has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue the holders of the Merger, such Dissenting Shares shall be entitled to only receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s his or her right to appraisal and payment under the DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such holder’s Shares shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and such Shares shares shall not be deemed to be Dissenting Shares. Within ten days after The aggregate Merger Consideration shall be reduced, on a dollar for dollar basis, as if the Effective Time, holder of such Dissenting Shares had not been a stockholder on the Surviving Corporation shall provide each Merger Closing Date. Any portion of the holders of aggregate Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Dissenting Shares with the notice contemplated by Section 262 of the DGCLwill be returned to Parent upon demand. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal or payment of the fair value of any shares of Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company for relating to stockholders’ rights of appraisal of any Shares, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demands. The demands for appraisal under the DGCL and the Company shall notnot voluntarily, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares (a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time, Time and that are held of record by holders shareholders who are entitled to demand appraisal rights under Section 262 shall have not voted in favor of the DGCL Merger or consented thereto in writing and who shall have properly exercised and perfected their respective demands for appraisal of such shares dissenters’ rights in the time and manner provided in Section 262 accordance with Chapter 13 of the DGCL andCGCL (collectively, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Company Shares”), ) shall not be converted into or represent the right to receive Merger the Per Share Consideration or Per Share Stock Election Consideration, but shallas applicable, by virtue of the Merger, in accordance with Section 2.5(a). Such shareholders shall be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment of the DGCL; provided“fair market value” of such Dissenting Company Shares held by them in accordance with the provisions of such Chapter 13, except that if any such holder all Dissenting Company Shares held by shareholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost such holder’s right their rights to appraisal and payment of such Dissenting Company Shares under such Chapter 13 shall, as of the DGCL, such holder’s Shares shall be deemed to have been converted as later of the Effective Time or the time of the failure to perfect such rights or the loss of such rights, automatically be converted into and shall represent only the right to receive (upon the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each surrender of the holders of Shares Stock Certificate representing such share) the Per Share Consideration or Per Share Stock Election Consideration, as applicable, in accordance with the notice contemplated by Section 262 of the DGCL. 2.5(a). (b) The Company shall give Parent (i) prompt notice of (A) any written notice to Parent of any demands demand received by the Company for appraisal prior to the Effective Time to require the Company to purchase shares of Company Common Stock pursuant to Chapter 13 of the CGCL and (B) any Sharesother demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the CGCL, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment proceedings with respect to any demands for appraisal such demand, notice or instrument. Without limiting the generality of the foregoing, the Company shall not make any payment or settlement offer prior to settle or settle the Effective Time with respect to any such demandsdemand unless Parent shall have consented in writing to such payment or settlement offer. The parties hereby agree and acknowledge that in any appraisal proceeding with respect to the Dissenting Company Shares and to the fullest extent permitted by applicable Legal Requirements, the fair value of the Dissenting Company Shares shall be determined in accordance with Chapter 13 of the CGCL without regard to the Top-Up Option, the shares of Company Common Stock issuable upon exercise of the Top-up Option or any promissory note delivered by Acquisition Sub to the Company in payment for the shares of Company Common Stock issuable upon exercise of the Top-Up Option.

Dissenters’ Rights. Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLDGCL in respect of any such Shares, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares with the second notice contemplated by Section 262 262(d)(2) of the DGCL. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any Shares. Notwithstanding anything herein to the contrary, Parent and Parent Purchaser shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings with respect to any such demands. The , and the Company shall not, without the prior written consent of Parent, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration rights as shall be determined pursuant to are granted by Section 262 of the DGCLDGCL to a holder of Dissenting Shares; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLappraisal, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)2.10), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any . The Company shall provide each of the foregoing. Prior to holders of Company Common Stock as of the Effective Time, Parent shall not, except record date for the purpose of receiving the notice required by Section 262(d) of the DGCL with the prior written consent notice contemplated thereby as part of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsSchedule 14D-9.

Dissenters’ Rights. All Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be cancelled and no longer outstanding, shall cease to exist and the holder thereof shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLDGCL in respect of any such shares; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLappraisal, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)2.9), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any Shares. Prior to the Effective Time, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to The Company shall provide each of the Effective Time, Parent shall not, except holders of Shares as of the record date for the purpose of receiving the notice required by Section 262(d) of the DGCL with the prior written consent notice contemplated thereby as part of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsSchedule 14D-9.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e1.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after The Company shall give Parent and Merger Sub (a) prompt notice of any written demands for appraisal of any Shares (or written threats thereof), withdrawals of such demands and any other instruments served pursuant to the Effective TimeDGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, and (b) the Surviving Corporation shall provide each of the holders of Shares right to participate in proceedings with the notice contemplated by Section 262 of respect to demands for appraisal under the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make or agree to make any payment with respect toto any demands for appraisals of capital stock of the Company, offer to settle or settle or offer to settleany such demands, approve any withdrawal of any such demands, or agree to do any of the foregoing. Prior to The Company shall provide each of the Effective Time, Parent shall not, except holders of Company Common Stock with the prior written consent notice contemplated by Section 262 of the Company, require DGCL as part of the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsProxy Statement.

Dissenters’ Rights. Shares outstanding immediately prior to the Effective Time, and Any Units held by holders a holder who are entitled to demand appraisal has properly ------------------ exercised dissenters' rights under Section 262 of for such Units in accordance with the DGCL Texas Act and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have neither has not effectively withdrawn nor or lost their such dissenters' rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”), ") shall not be converted into Parent Common Stock but shall be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLTexas Act. The Company shall give Parent prompt written notice to Parent of any demands demand received by the Company for appraisal of any Sharesto require the Company to purchase Units, and Parent shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demandsdemand. The Company shall notagrees that, without except with the prior written consent of Parent, or as required under the Texas Act, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demandspurchase demand. Each holder of Dissenting Shares (a "Dissenting Member") who, or agree pursuant to do any the provisions of the foregoingTexas Act, becomes entitled to payment of the value of Units shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). Prior to In the event of legal obligation, after the Effective Time, to deliver a portion of the Purchase Price to any holder of Units who shall have failed to make an effective purchase demand or shall have lost its status as a Dissenting Member, Parent shall notissue and deliver, except with upon surrender by such Dissenting Member of such holder's certificate or certificates representing Units, the prior written consent portion of the Company, require Purchase Price to which such Dissenting Member is then entitled under this Section 2.1 and the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsMerger Agreement.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding anything in this Agreement to the Effective Timecontrary, any issued and outstanding shares of Company Common Stock held by holders a person (a “Dissenting Stockholder”) who are has not voted in favor of, or otherwise consented to, the adoption of this Agreement and who is entitled to demand and has properly demanded appraisal rights under with respect thereto in accordance with Section 262 of the DGCL, has complied in all respects with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither has not effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL demand (the collectively, “Dissenting Shares”), shall not be converted into the right to receive the Merger ConsiderationConsideration as described in Section 1.5(a), but shall, by virtue of the Merger, be entitled to only unless and until such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or person shall have effectively withdrawn or otherwise lost or failed to perfect such holderperson’s right to appraisal and or payment under the DGCL, at which time such holder’s Shares shall be deemed to have treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into the right to receive Time, the Merger Consideration as provided in Section 1.5(a), without interest, payable upon surrender of the Old Certificates (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))and related documents) in accordance with this Article I, and such Shares shall not be deemed to be Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Within ten days after Each holder of Dissenting Shares shall be entitled to receive only the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated payment provided by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings DGCL with respect to such demandsDissenting Shares unless and until such person shall have effectively withdrawn or otherwise lost or failed to perfect such person’s right to appraisal or payment under the DGCL. The Company shall notgive Parent prompt notice of receiving any demands for appraisal, without the prior written consent withdrawals or attempted withdrawals of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree and any other instruments served pursuant to do any of the foregoingapplicable law with respect to appraisal rights. Prior to the Effective Time, Parent Company shall not, except with the prior written consent of the CompanyParent, require the Company voluntarily make, or commit or agree to make make, any payment with respect to any demands for appraisal or appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time, Time (other than Cancelled Shares) and that are held by holders of such Shares who are entitled to demand have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, such Dissenting Shares will be entitled to only receive payment of the fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of such Section 262 of the DGCL; provided, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such holder’s Dissenting Shares shall will thereupon be deemed to have treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares shall not be deemed to be Dissenting Shareswithout any interest. Within ten days after At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. The Company shall will give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, Shares and Parent shall have (ii) the right opportunity to participate in, in and direct control all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding anything in this Agreement to the Effective Timecontrary, and Company capital stock held by holders a holder who are entitled has the right to dissent to the Merger and demand appraisal rights under Section 262 of payment for such shares and properly dissents and demands payment for the DGCL and have properly exercised and perfected their respective demands for appraisal fair value of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Company capital stock (the “Dissenting SharesInterests”)) in accordance with the DGCL, shall not be converted into the right to receive Merger ConsiderationConsideration as set forth in Section 1.7, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any unless such holder shall have failed withdraws, fails to perfect or shall have effectively withdrawn or lost otherwise loses such holder’s right to appraisal such payment, if any. For the avoidance of doubt, and payment notwithstanding anything to the contrary contained in this Agreement, any Dissenting Interests shall be deemed outstanding for purposes of determining the pro rata share of the Merger Consideration payable to other holders of Company Securities, and the portion of the Merger Consideration otherwise allocable to a holder of Dissenting Interests shall not be issued by OAC and shall reduce the overall Merger Consideration payable under this Agreement. If, after the DGCLEffective Time, such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Shares Dissenting Interests shall be deemed to have treated as having been converted as of the Effective Time into the right to receive the applicable portion of the total Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Sharesas set forth in this Agreement. Within ten days after At the Effective Time, any holder of Dissenting Interests shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the immediately preceding sentence. The Company shall give prompt written notice to Parent OAC of any demands received by the Company for appraisal of any Shares, Company capital stock and Parent shall have the right opportunity to participate in, and direct in all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment proceedings with respect to any demands for appraisal such demand. Except to the extent otherwise required by the DGCL, the Company shall not make any payment or settlement offer prior to settle or settle the Effective Time with respect to any such demandsdemand unless OAC shall have consented in writing to such payment or settlement offer.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement, any Shares outstanding immediately prior to the Effective Time, and Time which are held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e1.6(e)), and such Shares shall not no longer be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Merger Sub of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Xxxxxx Sub shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentXxxxxx and Merger Sub, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately Notwithstanding anything in this Agreement to the contrary, with respect to each share, if any, of Company Common Stock as to which the holder thereof shall have properly complied with the provisions of Chapter 23B.13 of the WBCA as to dissenters' rights required to be complied with prior to the Effective TimeTime (each, and held by holders who are a "Dissenting Share"), such holder shall not be entitled to demand appraisal rights under receive any consideration pursuant to Section 262 2.1 hereof, but instead shall be entitled to payment, solely from the Surviving Corporation, of the DGCL appraisal value of the Dissenting Shares to the extent permitted by and have properly exercised in accordance with the provisions of Chapter 23B.13 of the WBCA; provided, however, that (a) if any holder of Dissenting Shares, under the circumstances permitted by and perfected their respective demands in accordance with the WBCA, affirmatively withdraws such holder's demand for appraisal of such shares Dissenting Shares, (b) if any holder of Dissenting Shares fails to establish such holder's entitlement to dissenters' rights as provided in the time WBCA or (c) if any holder of Dissenting Shares takes or fails to take any action the consequence of which is that such holder is not entitled to payment for such holder's shares under the WBCA, such holder or holders (as the case may be) shall forfeit the right to appraisal of such shares of Company Common Stock and manner provided in Section 262 such shares of the DGCL andCompany Common Stock shall thereupon be deemed to have been converted, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal into and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into represent solely the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and payable in respect of such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each shares of the holders of Shares with the notice contemplated by Section 262 of the DGCLCompany Common Stock. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any Sharesshares of Company Common Stock, and Parent shall have the right to participate in, and direct in all Company negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without the prior written consent of Parentnot settle, make any payment payments with respect to, or settle or offer to settle, any such demands, or agree claim with respect to do any of Dissenting Shares without the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsParent.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held by holders a holder who are is entitled to demand and properly demands and perfects appraisal rights under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have has neither effectively withdrawn nor lost their such holder’s appraisal rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive Merger Consideration, but shall, Consideration and shall entitle such holder only to such rights as are provided by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any unless such holder shall have failed fails to perfect or shall have effectively withdrawn waives, withdraws or lost otherwise loses such holder’s right to appraisal and payment under of its Shares. If after the DGCLEffective Time such holder fails to perfect or waives, withdraws or loses such holder’s right to appraisal with respect to any Dissenting Shares held by such holder, each such Dissenting Share shall be deemed to have treated as if it had never been a Dissenting Share and been converted as of the Effective Time into the a right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e2.7(f)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of Shares, withdrawals of such demands and any Sharesother instruments or documents served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time, and Parent shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands, approve any withdrawal of such demands or agree or commit to do any of the foregoing.

Dissenters’ Rights. Shares (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Common Stock that are outstanding immediately prior to the Effective Time, Time and that are held by holders any stockholder who are is entitled to demand and properly demands appraisal rights under for such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into, or represent the right to receive, the Merger Consideration as provided for in Section 2.1. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262. At the Effective Time, the Dissenting Shares shall no longer be outstanding, and each holder of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented Dissenting Shares shall cease to have properly exercised and perfected their respective demands for appraisal any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the time and manner provided in provisions of Section 262. Notwithstanding the foregoing, all Dissenting Shares held by any stockholder who shall have failed to perfect, withdrawn or lost such stockholder’s rights to appraisal of such Dissenting Shares under Section 262 of the DGCL andshall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in the manner provided in Section 2.1. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. b) The Company shall give the Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal of any Sharesshares of Common Stock, withdrawals of such demands and Parent shall have any other instruments served pursuant to the right DGCL and received by the Company and (ii) the opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The demands for appraisal under the DGCL, and the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement, any Shares outstanding immediately prior to the Effective Time, and Time which are held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not no longer be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time, and shall give Parent the opportunity to review, and have the Company consider in good faith all reasonable comments to, any written document to be given to any third party or Governmental Body in connection therewith. Parent and Purchaser shall have the right to direct and participate in, in and direct control all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, or agree or commit to do any of the foregoing. Prior Any portion of the Payment Fund made available to the Effective Time, Parent shall not, except Paying Agent in accordance with the prior written consent of the Company, require the Company to make any payment with Section 2.6 in respect to any demands for appraisal or offer Dissenting Shares will be returned to settle or settle any such demandsParent upon demand.

Dissenters’ Rights. Shares Notwithstanding anything in this Agreement to the contrary, each share of Company Common Stock that is outstanding immediately prior to the Effective Time, Time and is held by holders stockholders who are entitled to demand appraisal rights under Section 262 shall not have voted such shares in favor of adoption of the DGCL Merger and who shall have properly exercised and perfected their respective demands delivered to the Company a written demand for appraisal of payment for such shares in the time and manner provided in Section 262 Article 15 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL VSCA (the “"Dissenting Shares”), Stock") shall not be converted into the right to receive Merger Considerationthe consideration as provided in Section 2.1(a) of this Agreement, but shall, by virtue of the Merger, holders thereof shall be entitled to only payment of the fair value of such consideration as shares in accordance with the provisions of such Article 15. The amount of the Merger Consideration shall be determined reduced by the amount of cash which would otherwise be payable to holders of Dissenting Stock pursuant to Section 262 of the DGCL2.1(a); provided, however, that (i) if any holder of Dissenting Stock shall subsequently deliver a written withdrawal of his demand for payment of such Dissenting Stock (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any holder fails to establish his entitlement to dissenter's rights as provided in such Article 15, such holder or holders (as the case may be) shall have failed to perfect or shall have effectively withdrawn or lost such holder’s forfeit the right to appraisal payment for such Dissenting Stock and payment under the DGCL, such holder’s Shares Dissenting Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))receive, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after as of the Effective Time, the Surviving Corporation shall provide each amount of the consideration otherwise payable to such holder or holders pursuant to Section 2.1(a) of Shares with the notice contemplated by Section 262 of the DGCLthis Agreement. The Company shall give the Parent Companies (i) prompt written notice to Parent of any written notices of intent to demand payment, demands for payment, withdrawals of demands for payment and any other instruments served pursuant to the VSCA received by the Company for appraisal of any SharesCompany, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for payment under the VSCA. The Company shall not, without the prior written consent of Parent, will not voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall demands for payment and will not, except with the prior written consent of the CompanyParent's Companies, require the Company to make any payment with respect to any demands for appraisal settle or offer to settle or settle any such demandsdemand.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e3.6(e)), and such Shares shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares with the second (2nd) notice contemplated by Section 262 262(d)(2) of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, withdrawals of such demands and any other instruments served to it pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to Article 9, Parent and Purchaser shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent prompt written notice to Parent of any written demands received by the Company for appraisal of any SharesShares and any withdrawals of such demands, and Parent shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without the prior written consent of ParentParent or as required by applicable Legal Requirements, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares of Company Common Stock issued and outstanding immediately prior to the Merger 1 Effective Time, and Time held by holders a holder who are is entitled to demand and properly demands appraisal rights under of such Shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting SharesAppraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of shall be converted into the Merger, be entitled right to only receive such consideration as shall may be determined due such holder pursuant to Section 262 of the DGCL; provided, that if any Delaware Law unless such holder shall have failed fails to perfect perfect, withdraws or shall have effectively withdrawn or lost otherwise loses such holder’s right to appraisal such payment or appraisal. From and payment under after the DGCLMerger 1 Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Company or the Intermediate Surviving Corporation. If, after the Merger 1 Effective Time, such holder’s Shares holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have been converted as of the Merger 1 Effective Time into the right to receive the Merger Consideration (less in accordance with Section 1.6(a), cash in lieu of any amounts entitled to be deducted or withheld fractional shares pursuant to Section 2.6(e1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of Shares of Company Common Stock, withdrawals of such demands and any Sharesother instruments served pursuant to Delaware Law received by the Company, and Parent shall have the right to participate in, and direct control all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Merger 1 Effective Time, the Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, demands or agree to do or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior (a) Notwithstanding anything to the Effective Timecontrary herein, no Dissenting Shares shall be converted into or represent the right to receive the Merger Consideration as provided in Section 2.01, and held by instead the holders who are of such Dissenting Shares shall be entitled to demand appraisal such rights under as are granted by Section 262 of the DGCL (unless and until such stockholder shall have properly exercised and perfected their respective demands failed to timely perfect, or shall have effectively withdrawn or lost, such stockholder’s right to dissent from the Merger under the DGCL, in which case such stockholder shall be entitled to receive the Merger Consideration in accordance with Section 2.01, without interest thereon, in exchange for appraisal of such shares in the time of Common Stock, and manner provided in Section 262 such shares of the DGCL and, Common Stock shall no longer be deemed to be Dissenting Shares) and to receive such consideration as of the Effective Time, have neither effectively withdrawn nor lost their rights may be determined to be due with respect to such appraisal Dissenting Shares pursuant to and payment under subject to the requirements of the DGCL (the “Dissenting SharesDissenter’s Rights”). In such case, at the Effective Time, the Dissenting Shares shall not no longer be converted into outstanding and shall automatically be canceled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except with respect to Dissenter’s Rights and as provided in this Section 2.03. Notwithstanding the right to receive Merger Considerationforegoing, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to timely perfect or shall have otherwise waived, or effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLDissenter’s Rights, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenter’s Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under the Dissenter’s Rights shall cease, such shares shall no longer be considered Dissenting Shares for purposes hereof, and such holder’s shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, without any interest thereon, as provided in Sections 2.01 and 2.02. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. b) The Company shall give provide prompt written notice to Parent of any demands for appraisal by any holder of shares of Common Stock, attempted withdrawals of such notices or demands and any other instruments received by the Company for appraisal of any Sharesrelating to the Dissenter’s Rights, and and, to the extent permitted by applicable Law, Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to all such demands. The Company shall not, without the prior written consent of ParentParent or unless otherwise required by a final non-appealable order of a Governmental Entity of competent jurisdiction, voluntarily make any payment with respect to, or settle or offer to settle, or otherwise negotiate, any such demands, demands or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, and subject to the provisions of the Stockholder Support Agreements, any Exchanging Company Shares outstanding immediately prior to the Effective Time, and Time held by holders a holder who are has complied with the provisions of Sections 3-203(a)(1)(ii) and 3-203(a)(2) of the MGCL and as of the Effective Time has not withdrawn or forfeited such right to such appraisal shall not be converted into or represent a right to receive the Merger Consideration, but the holder thereof shall only be entitled to demand appraisal such rights under Section 262 as are granted by the MGCL. If a holder of the DGCL and have properly exercised and perfected their respective Exchanging Company Shares who demands for appraisal of such shares in those Exchanging Company Shares under the time and manner provided in Section 262 of MGCL shall effectively withdraw or forfeit (through failure to perfect or otherwise) the DGCL andright to appraisal, then, as of the Effective TimeTime or the occurrence of such event, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”)whichever last occurs, those Exchanging Company Shares shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to and represent only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to as provided in Section 2.6(e)3.1(b)(i), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after without interest, upon the Effective Time, the Surviving Corporation shall provide each surrender of the holders of Shares with the notice contemplated by Section 262 of the DGCLcertificate or certificates representing those Exchanging Company Shares. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any Exchanging Company Shares, attempted withdrawals of such demands, and any other instruments served pursuant to the MGCL received by the Company for relating to stockholders' rights of appraisal of any Shares, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal under the MGCL. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or appraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Shares (i) Notwithstanding any provision of this Agreement to the contrary, each outstanding immediately prior share of Company Common Stock the holder of which has not voted in favor of the Merger, has perfected such holder's right to an appraisal of such holder's shares in accordance with the applicable provisions of the Utah Code and has not effectively withdrawn or lost such right to appraisal (a "Dissenting Share"), shall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.01(c), but the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the Utah Code; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, and held by holders who are entitled to withdraw the demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal or lose the right of such shares appraisal, in either case pursuant to the time and manner provided in Section 262 of the DGCL andUtah Code, shall be deemed to be converted into, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e2.01(c)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. . (ii) The Company shall give Parent (x) prompt written notice to Parent of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the Utah Code relating to the appraisal process received by the Company for appraisal of any Shares, and Parent shall have (y) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal under the Utah Code. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle or settle any such demandsdemands which consent shall not be unreasonably withheld.

Dissenters’ Rights. Any provision of this Agreement to the contrary notwithstanding, Shares that are issued and outstanding immediately prior to the Effective Time, Time and that are held by holders of such Shares who are entitled to demand have (i) not voted in favor of the adoption of this Agreement or consented thereto in writing and (ii) properly exercised appraisal rights under with respect thereto in accordance with, and otherwise complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined Consideration pursuant to Section 262 2.1(a). Holders of Dissenting Shares shall be entitled only to receive payment of the DGCL; providedfair value of such Dissenting Shares in accordance with the provisions of such Section 262, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such holder’s Dissenting Shares shall thereupon cease to be Dissenting Shares, including for purposes of Section 2.1(a), and shall be deemed to have been converted as of into, at the Effective Time into Time, the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to as provided for in Section 2.6(e2.1(a)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after At the Effective Time, the Surviving Corporation Dissenting Shares shall provide each be automatically canceled and shall cease to exist and any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. The Company shall give Parent (x) prompt written notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, withdrawals of such demands and Parent shall have any other related instruments served pursuant to the right DGCL and received by the Company and (y) the opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding (a) In accordance with Sections 21-20,137 through 21-20,150 of the NBCA (the “NBCA Dissenters’ Rights Provisions”), dissenters’ rights shall be available to holders of shares of Company Common Stock in connection with the Merger. (b) Notwithstanding anything to the contrary herein, any shares of Company Common Stock held of record by Persons who, prior to the Special Meeting, have objected to the Merger and complied with all applicable provisions of the NBCA Dissenters’ Rights Provisions necessary to perfect and maintain their dissenter’s rights thereunder (any such shares of Company Common Stock, “Dissenting Shares”) shall not be converted as of the Effective Time into a right to receive the Merger Consideration, but instead shall entitle the holder of such shares of Company Common Stock to such rights as may be available under the NBCA Dissenters’ Rights Provisions; provided, however, that if after the Effective Time such holder fails to perfect or withdraws or otherwise loses its rights under the NBCA Dissenters’ Rights Provisions, the shares of Company Common Stock owned by such holder immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as Time shall be determined pursuant to Section 262 of the DGCL; provided, that treated as if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have they had been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, without interest. (less any amounts entitled c) Prior to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent prompt written notice to Parent of any demands received by its receipt of each notification from a shareholder of the Company stating such shareholder’s intent to demand payment for appraisal of any Shareshis or her shares if the Merger is effectuated, and Parent shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to After the Effective Time, Parent shall notpay, except with or shall cause the prior written consent Surviving Corporation to pay, any amounts that may become payable in respect of Dissenting Shares under the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsNBCA Dissenters’ Rights Provisions.

Dissenters’ Rights. Shares 3.2.1 Each outstanding immediately prior share of FLFC Common Stock the holder of which has perfected his right to the Effective Time, and held by holders who are entitled to demand appraisal rights dissent under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of has not effectively withdrawn or lost such shares in the time and manner provided in Section 262 of the DGCL and, right as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Time (the “"Dissenting Shares”), ") shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the represent a right to receive the Merger Consideration (less hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCL. FLFC shall give USB notice upon receipt by FLFC of any amounts entitled to be deducted or withheld such demands for payment of the fair value of such shares of FLFC Common Stock and of withdrawals of such notice and any other instruments provided pursuant to Section 2.6(e)applicable law (any shareholder duly making such demand being hereinafter called a "Dissenting Shareholder"), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent USB shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to any such demands. The Company FLFC shall not, without except with the prior written consent of ParentUSB, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment, or agree waive any failure to do timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of the foregoing. Prior Dissenting Shares shall be made by USB. 3.2.2 If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such fair value payment at or prior to the Effective Time, Parent such holder's shares of FLFC Common Stock shall not, except be converted into a right to receive the Merger Consideration in accordance with the prior written consent applicable provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such fair value payment after the CompanyEffective Time, require each share of FLFC Common Stock of such holder shall be converted into the Company right to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsreceive the Merger Consideration.

Dissenters’ Rights. (a) Notwithstanding Section 1.05 hereof, Company Common Shares issued and outstanding immediately prior to before the Effective Time, and if any, that are held of record or beneficially owned by holders a Person who are entitled to demand appraisal rights under Section 262 of the DGCL and have has properly exercised and preserved and perfected their respective demands for appraisal of dissenters’ rights with respect to such shares in the time and manner provided in under Section 262 1701.85 of the DGCL and, as of the Effective Time, have neither effectively OGCL and has not withdrawn nor or lost their such rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into represent the right to receive the Cash Merger Consideration for such shares, but instead shall be treated in accordance with Section 1701.85 of the OGCL unless and until such Person effectively withdraws or loses such Person’s right to payment under Section 1701.85 of the OGCL (less any amounts entitled through failure to be deducted preserve or withheld pursuant to Section 2.6(eprotect such right or otherwise)). If, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, any such Person shall effectively withdraw or lose such right, then each such Dissenting Share held of record or beneficially owned by such Person will thereupon be treated as if it had been converted into, at the Effective Time, the right to receive the Cash Merger Consideration, without interest, and any payment required to be made with respect to each such Dissenting Share shall be made by the Surviving Corporation shall provide each Corporation. (b) Each Person holding of record or beneficially owning Dissenting Shares who becomes entitled, under the provisions of Section 1701.85 of the holders of Shares with the notice contemplated by Section 262 OGCL, to payment of the DGCLfair value of such Dissenting Shares shall receive payment therefor, in accordance with Section 1701.85 of the OGCL, from the Surviving Corporation. Dissenting Shares shall be entitled only to such rights as are afforded pursuant to Section 1701.85 of the OGCL. (c) The Company shall give Parent prompt written notice to Parent of any demands received upon receipt by the Company for appraisal at any time before the Effective Time of any Shares, notice of intent to demand the fair value of any Company Common Shares under Section 1701.85 of the OGCL and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to any withdrawal of any such demandsnotice. The Company shall will not, without except with the prior written consent of Parent, negotiate, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do demand at any of the foregoing. Prior to time before the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Any Dissenting Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, if any, as set forth in Section 3.1 but shall, by virtue of the Merger, shall instead be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled such consideration as may be determined to be deducted or withheld due with respect to such Dissenting Shares pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLDelaware Corporate Law. The Company shall give Parent (a) prompt written notice to Parent of any demands written demand for appraisal received by the Company for appraisal of any Sharespursuant to Delaware Corporate Law, and Parent shall have (b) the right opportunity to participate in, and direct control all negotiations and Legal Proceedings proceedings with respect to such demandsdemands and (c) the opportunity to review and comment on all dissenters’ rights notices and other communications to the stockholders of the Company with respect to dissenters’ rights. The Company shall notagrees that, without except with the prior written consent of Parent, or as required under Delaware Corporate Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand. Each holder of Dissenting Shares (each a “Dissenting Shareholder”) who, or agree pursuant to do any the provisions of Delaware Corporate Law, becomes entitled to payment of the foregoingfair value of such shares of Company’s capital stock shall receive payment therefor (but only after the value thereof shall have been agreed upon or finally determined pursuant to the provisions of Delaware Corporate Law), with interest paid thereon only to the extent required by Delaware Corporate Law. Prior to If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent shall notissue and deliver on such conditions and at such times as shall be required herein, except with the prior written consent upon surrender by such shareholder of the Companycertificate or certificates representing such shares of Company capital stock as set forth in Section 3.7, require the Company consideration, if any, to make any payment which such shareholder would otherwise be entitled pursuant to Section 3.1 with respect to any demands for appraisal or offer to settle or settle any such demandsshares.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time, Time and which are held by holders of record of such Shares who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares dissenters’ rights with respect thereto in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), accordance with RCW 23B.13.010 et seq. shall not be converted into or be exchangeable for the right to receive Merger Consideration, but shall, by virtue of the consideration paid in the Merger, and holders of such Shares shall be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment of the DGCL; providedfair value of such Shares in accordance with the provisions of the WBCA unless and until such holders fail to perfect or shall have effectively withdrawn or lost their rights to receive fair value under the WBCA. If, that if after the Effective Time, any such holder shall have failed fails to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLright, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not thereupon be deemed to be Dissenting Shares. Within ten days after treated as if they had been converted into and become exchangeable for, at the Effective Time, the Surviving Corporation shall provide each right to receive consideration paid in the Merger to which the holder of such Shares is entitled (including that portion of the holders of Share Consideration and right to receive Contingent Shares with the notice contemplated by as determined pursuant to Section 262 of the DGCL4.1(a) hereof), without any interest thereon. The Management Company shall give Shurgard REIT prompt written notice to Parent of any demands received by the Management Company for appraisal the receipt of any Sharesfair value for Shares and, and Parent prior to the Effective Time, Shurgard REIT shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, Management Company shall not, without except with the prior written consent of ParentShurgard REIT, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior (i) Notwithstanding anything to the Effective Timecontrary contained in this Agreement, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “any Dissenting Shares”), Shares shall not be converted into or represent the right to receive Merger ConsiderationXxxxxxxx.xxx Common Stock in accordance with Section 1.6, but shall, by virtue and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Chapter 23B.13 of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCLWBCA; provided, however, that if the status of any such holder as a "dissenter" shall have failed to perfect not be perfected, or if such holder shall have effectively withdrawn lose his, her or lost such holder’s right to appraisal and payment under its status as a "dissenter," then, as of the DGCL, such holder’s Shares shall be deemed to have been converted as later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the Merger Consideration surrender of the certificate or certificates representing such shares) Xxxxxxxx.xxx Common Stock in accordance with this Section 1.6. (less ii) Alive shall give Xxxxxxxx.xxx (i) prompt notice of any amounts entitled written demand received by Alive prior to be deducted or withheld the Effective Time to require Alive to purchase shares of capital stock of Alive pursuant to Section 2.6(e))Chapter 23B.13 of the WBCA and of any other demand, notice or instrument delivered to Alive prior to the Effective Time pursuant to the WBCA, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after (ii) the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right opportunity to participate in, and direct in all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment proceedings with respect to any demands for appraisal such demand, notice or offer instrument; provided, however, that any participation by Xxxxxxxx.xxx shall not prevent Alive from satisfying its obligations to settle or settle holders of Dissenting Shares under the WBCA. Subject to the foregoing, Alive shall not make any payment (unless such payment is pursuant to a court order in which event Alive shall give Xxxxxxxx.xxx notice of any such demandscourt order or request therefor as soon as practicable) or settlement offer prior to the Effective Time with respect to any such demand unless Xxxxxxxx.xxx shall have consented in writing to such payment or settlement offer.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding anything to the Effective Timecontrary contained herein, and held Shares that are owned by holders (“Dissenting Shareholders”) who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised demanded and perfected their respective demands for appraisal of such shares in dissenters’ rights pursuant to the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL CGCL (the “Dissenting Shares”), shall will not be converted into exchangeable for the right to receive Per Share Merger Consideration, but shall, by virtue of and the Merger, Dissenting Shareholders will be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment of the DGCL; providedappraised value of such Dissenting Shares in accordance with the CGCL, that if any unless and until such holder shall have failed holders fail to perfect or shall have effectively withdrawn withdraw or lost such holder’s right lose their rights to appraisal and payment under the DGCLCGCL. If, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such holder’s Dissenting Shares will thereupon be treated as if they had been converted into and become exchangeable for, at the Surviving Corporation shall provide each of Effective Time, the holders of Shares with the notice contemplated by Section 262 of the DGCLPer Share Merger Consideration without any interest thereon. The Company shall will promptly give prompt written Parent notice to Parent of any demands received by the Company for appraisal dissenters’ rights, attempted withdrawals of any Sharessuch demands, and any other instruments served pursuant to applicable Law received by the Company with respect to its Shareholders’ dissenters’ rights. Parent shall have the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemand for appraisal under the CGCL. The Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to voluntarily make any payment with respect to any demands regarding appraisals of or payments for appraisal or Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands. The Company shall comply with its obligations pursuant to Section 1301(a) of the CGCL within ten (10) calendar days following the date of this Agreement.

Dissenters’ Rights. Shares In the event the Merger becomes effective without ------------------ the approval of the holders of 100% of the outstanding immediately prior to the Effective Timeshares of Paracer Capital Stock, and any shares of Paracer Capital Stock held by holders stockholders who are entitled to demand appraisal properly exercise and perfect the dissenters' rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided set forth in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “"Dissenting Shares”), ") shall not be converted pursuant to Section 2.2, but shall instead be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 provisions of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent Stratos shall have the right to participate in, and direct control all negotiations and Legal Proceedings proceedings with respect to the determination of the fair value of the Paracer Capital Stock. In such demands. The Company shall notevent, Paracer agrees that, without the Stratos' prior written consent of Parentor as required under the DGCL, it will not voluntarily make any payment with respect to, or settle determine or offer to settledetermine, any such demands, or agree to do any the fair value of the foregoingParacer Capital Stock. Prior Each holder of Dissenting Shares (a "Dissenting Stockholder") who, pursuant to the Effective Time, Parent shall not, except with the prior written consent provisions of the CompanyDGCL, require becomes entitled to payment of the Company fair value of Paracer Capital Stock shall receive payment therefor (but only after the fair value therefor shall have been agreed upon or finally determined pursuant to the provisions of the DGCL). In the event that any holder of Paracer Capital Stock fails to make an effective demand for payment or otherwise loses his, her or its status as a Dissenting Stockholder, Stratos shall, as of the later of the Effective Time or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Stockholder of his, her or its Certificate(s), the shares of Stratos Common Stock and cash, including any cash payment with respect in lieu of a fractional share, in each case without interest thereon, to any demands for appraisal or offer to settle or settle any which such demandsDissenting Stockholder would have been entitled under Section 2.2.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, shares of FOFC Common Stock that are outstanding immediately prior to the Effective Time and which are held by shareholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded payment of the fair value for such shares in accordance with the DGCL (collectively, the "Dissenters' Shares") shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the DGCL, except that all Dissenters' Shares outstanding held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.5 of the certificate(s) that, immediately prior to the Effective Time, evidenced such shares. FOFC shall give CFC: (i) prompt notice of any written demands for payment of the fair value of any shares of FOFC Common Stock, attempted withdrawals of such demands and held by holders who are entitled any other instruments served pursuant to demand appraisal rights under Section 262 of the DGCL and have properly exercised received by FOFC relating to shareholders' dissenters' rights; and perfected their respective (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares consistent with the notice contemplated by Section 262 obligations of the DGCLFOFC thereunder. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent FOFC shall not, except with the prior written consent of the Company, require the Company to CFC: (i) make any payment with respect to any demands for appraisal or such demand; (ii) offer to settle or settle any such demandsdemand for payment of fair value; or (iii) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the DGCL.

Dissenters’ Rights. Shares outstanding immediately prior (a) Notwithstanding any provision of this Agreement to the Effective Timecontrary other than Section 1.17(b), and any shares of Company Common Stock held by holders a holder who are entitled to demand has demanded and perfected appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in accordance with Section 262 3-203 of the DGCL andMGCL and who, as of the Effective Time, have neither has not effectively withdrawn nor or lost their rights to such appraisal and payment under the DGCL or dissenters' rights (the “Dissenting Shares”"DISSENTING SHARES"), shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 1.6, but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under the MGCL. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a shareholder of the Initially Surviving Corporation or the Surviving Corporation. (b) Notwithstanding the provisions of Section 1.6(a), if any holder of shares of Company Common Stock who demands appraisal of such shares under the MGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive Merger ConsiderationConsideration as provided in Section 1.6(a) without interest thereon, but shall, by virtue upon surrender of the Merger, be entitled to only certificate representing such consideration as shall be determined shares pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration 1.12. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. c) The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to the MGCL and received by the Company which relate to any such demand for appraisal of any Shares, and Parent shall have (ii) the right opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings which take place prior to the Effective Time with respect to such demandsdemands for appraisal under the MGCL. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal of Company Common Stock or offer to settle or settle any such demands.

Dissenters’ Rights. Shares (a) Notwithstanding any provision of this Agreement to the contrary, any shares of Company Common Stock outstanding immediately prior to before the Effective Time, and Time held by holders a holder who are entitled to demand has properly demanded and perfected the right, if any, for appraisal rights under of those shares in accordance with the provisions of Section 262 of the DGCL Delaware Law and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively Time has not withdrawn nor or lost their rights such right to such appraisal and payment under the DGCL (the “Dissenting Shares”), ) shall not be converted into or represent a right to receive the Merger Consideration, and the holder thereof shall only be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the Delaware Law. At the Effective Time, the Dissenting Shares will no longer be outstanding and will automatically be cancelled and will cease to exist, and each holder of Dissenting Shares will cease to have any rights with respect thereto, except the right to receive Merger Consideration, but shall, by virtue the fair value of such shares in accordance with the Merger, be entitled to only such consideration as shall be determined pursuant to provisions of Section 262 of the DGCL; provided, that if any such Delaware Law. (b) If a holder shall have failed of shares of Company Common Stock who demands appraisal of those shares under the Delaware Law effectively withdraws or loses (through failure to perfect or shall have effectively withdrawn or lost such holder’s otherwise) the right to appraisal and payment under the DGCLappraisal, such holder’s Shares shall then those shares will be deemed to have been converted as of at the Effective Time into and represent only the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to as provided in Section 2.6(e)1.6(a), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Timewithout interest, the Surviving Corporation shall provide each of the holders of Shares upon compliance with the notice contemplated by provisions, and subject to the limitations, of Section 262 of the DGCL. 1.9. (c) The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments received by the Company for appraisal relating to stockholders’ rights of any Sharesappraisal, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal under the Delaware Law. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or of Company Common Stock, offer to settle or settle any such demands, approve any withdrawal of any such demands, or agree or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything to the contrary in this Agreement, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically canceled and no longer outstanding and shall cease to exist, and the holder thereof entitled to only such consideration as shall be determined pursuant to those rights provided under Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e3.6(e))) upon surrender in the manner provided in Section 3.6, and such Shares shall not be deemed to be Dissenting Shares. Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Dissenting Shares with the second (2nd) notice contemplated by Section 262 262(d)(2) of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, withdrawals of such demands and any other instruments served to it pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Unless this Agreement is terminated pursuant to Article 9, Parent and Purchaser shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary, if required by the MBCA (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time, Time (other than the Cancelled Shares) and that are held by holders of such Shares who are entitled to demand appraisal rights under Section 262 have not voted in favor of the DGCL approval of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and perfected their respective demands for appraisal of such shares in the time and manner provided in who have complied with, Section 262 79-4-13.01, et seq., of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights MBCA with respect to any such appraisal and payment under the DGCL Shares held by any such holder (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, such Dissenting Shares shall be entitled to only such consideration as shall be determined pursuant to Section 262 receive payment of the DGCL; providedfair value of such Dissenting Shares in accordance with the provisions of such Section 79-4-13.01, that if et seq., unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCLMBCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such holder’s Dissenting Shares shall will thereupon be deemed to have treated as if they had been converted as of into, at the Effective Time into Time, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares shall not be deemed to be Dissenting Shares. Within ten days after At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each rights provided in Section 79-4-13.01, et seq., of the holders of Shares with MBCA and as provided in the notice contemplated by Section 262 of the DGCLprevious sentence. The Company shall give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, Shares and Parent shall have (ii) the right reasonable opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior and prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or settle, compromise, offer to settle or settle compromise any such demandsdemands or waive any failure to timely deliver a written notice for appraisal or otherwise to comply with Section 79-4-13.01, et seq., of the MBCA.

Dissenters’ Rights. Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “No Dissenting Shares”), Shareholder shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined receive cash pursuant to Section 262 the provisions of this Article IV unless and until the DGCL; provided, that if any such holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment dissent from the Initial Merger under the DGCL, and any Dissenting Shareholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to Shares owned by such holder’s Dissenting Shareholder. If any Person who otherwise would be deemed a Dissenting Shareholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that the Dissenting Shareholder is not entitled to relief provided by Section 262 of the DGCL with respect to any Shares, such Shares shall thereupon be deemed to have treated as though such Shares had been converted converted, as of the Initial Effective Time Time, into the right to receive the Merger Consideration (without interest and less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCLrequired Tax withholding. The Company shall give Parent (a) prompt written notice to Parent of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by the Company for relating to shareholders’ rights of appraisal of any Shares, and Parent shall have (b) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company voluntarily offer to make or make any payment with respect to any demands for appraisal or appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time, and Time which are held by holders a Shareholder who are (a) is entitled to demand and properly demands appraisal rights under of such Shares pursuant to and (b) complies in all respects with, the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective demands (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for appraisal of such shares in the time and manner provided in Section 262 of right to receive the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL Merger Consideration thereon (the “Dissenting Shares”), but instead such Dissenting Shareholder shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only receive such consideration as shall may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of 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 Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL; provided), that if any unless and until such holder Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right rights to appraisal and payment under the DGCL, such holder’s Shares shall be deemed . Prior to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any demand for payment of the foregoingfair value of Dissenting Shares. Prior to the Effective Time, the Company shall give Parent notice thereof as promptly as reasonably practicable and Parent shall not, except with have the prior written consent of the Company, require the Company right to make any payment participate at its own expense in all negotiations and proceedings with respect to any demands for appraisal or offer to settle or settle any such demands. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Shareholder shall be canceled and converted into and represent the right to receive the Merger Consideration pursuant to Section 4.1 and Parent shall remain liable for payment of the Merger Consideration for such Shares.

Dissenters’ Rights. Shares (a) Notwithstanding anything in this Agreement, all shares of Common Stock that are issued and outstanding immediately prior to the Effective Time, Time and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares of Common Stock in the time and manner provided in by Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall will not be converted into into, or represent the right to receive the Merger Consideration, but instead shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided. Notwithstanding the foregoing, that if any such holder shall have failed to timely perfect or shall have otherwise waived, or effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided under the DGCL, such shares shall no longer be considered Dissenting Shares for purposes hereof, and such holder’s Shares shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, without interest thereon and reduced by the amount of any withholding that is required under applicable Law, in accordance with Section 2.02(h). (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. b) The Company shall give provide prompt written notice to Parent of any demands received by the Company for appraisal of any Dissenting Shares, withdrawal of such demands, or any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time and, to the extent permitted by applicable Law, Parent and Parent Merger Sub shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without the prior written consent of ParentParent (not to be unreasonably withheld, make any payment with respect toconditioned or delayed), or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to voluntarily make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, shares of DFBS Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded payment for such shares in accordance with the DGCL (collectively, the "DISSENTERS' SHARES") shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the DGCL, except that all Dissenters' Shares outstanding held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to payment of such shares under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in SECTION 2.7 of the DFBS Certificate or DFBS Certificates that, immediately prior to the Effective Time, evidenced such shares. DFBS shall give FCCO (i) prompt notice of any written demands for payment of any shares of DFBS Common Stock, attempted withdrawals of such demands and held by holders who are entitled any other instruments served pursuant to demand appraisal rights under Section 262 of the DGCL and have properly exercised received by DFBS relating to stockholders' rights of dissent, and perfected their respective (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares consistent with the notice contemplated by Section 262 obligations of the DGCLDFBS thereunder. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent DFBS shall not, except with the prior written consent of the CompanyFCCO, require the Company to (x) make any payment with respect to any demands for appraisal or such demand, (y) offer to settle or settle any such demandsdemand for payment, or (z) waive any failure to timely deliver a written demand for payment or timely take any other action to perfect dissenters rights in accordance with the DGCL.

Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Companies Law, Dissenting Shares outstanding immediately shall be cancelled and cease to exist following payment of their fair value determined in accordance with Section 238 of the Companies Law, and no person who has validly exercised their rights to dissent from the Merger pursuant to Section 238 of the Companies Law shall be entitled to receive the Per Share Merger Consideration with respect to the Shares owned by such person unless and until such person shall have effectively withdrawn such person’s written objection or lost such person’s rights to dissent from the Merger under the Companies Law. If a holder of Dissenting Shares effectively withdraws its written objection or loses its rights to dissent from the Merger under Section 238 of the Companies Law with respect to any Dissenting Shares, in each case at or prior to the Effective Time, such Shares shall cease to be Dissenting Shares and held by holders who are entitled shall be deemed to demand appraisal rights under Section 262 of the DGCL have been cancelled and converted into, and to have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andbecome exchangeable for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration (less any amounts Consideration, without interest thereon, in the manner provided in Section 2.1(b)(i). Each Dissenting Shareholder shall be entitled to be deducted or withheld pursuant to receive only the payment resulting from the procedure in Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each 238 of the holders of Companies Law with respect to Shares with the notice contemplated owned by Section 262 of the DGCLsuch Dissenting Shareholder. The Company shall give Parent (i) prompt written notice to Parent of any written demands for dissension or appraisal and any other instruments served pursuant to applicable law that are received by the Company for appraisal relating to its shareholders’ rights of any Shares, dissension or appraisal; and Parent shall have (ii) the right opportunity to participate in, and direct or approve all negotiations and Legal Proceedings proceedings with respect to such demandsdemands for appraisal under the Companies Law. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal dissension or appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the CICL, Shares that are issued and outstanding immediately prior to the Effective Time, Time and that are held by holders shareholders who are entitled shall have validly exercised and not effectively withdrawn or lost their rights to demand appraisal rights under dissent from the Merger, or dissenter rights, in accordance with Section 262 238 of the DGCL CICL (collectively, the “Dissenting Shares” and have properly exercised holders of Dissenting Shares collectively being referred to as “Dissenting Shareholders”) shall be cancelled and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of cease to exist at the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right entitled to receive the Per Share Merger Consideration, but shall, by virtue of the Merger, Consideration and shall instead be entitled to receive only such consideration as shall be determined pursuant to Section 262 the payment of the DGCL; provided, that if any fair value of such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under Dissenting Shares held by them determined in accordance with the DGCL, such holder’s Shares shall be deemed to have been converted as provisions of Section 238 of the Effective Time into the right to receive the Merger Consideration CICL. (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. b) The Company shall give Parent (i) prompt written notice to Parent of any notices of objection or notices of dissent to the Merger or demands for appraisal, under Section 238 of the CICL received by the Company, attempted withdrawals of such objection, dissents or demands, and any other instruments served pursuant to the CICL and received by the Company for appraisal relating to the exercise of any Sharesrights to dissent from the Merger or appraisal rights, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to such demandsany exercise of dissenter right or demand for appraisal under the CICL. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, to any exercise by a shareholder of its rights to dissent from the Merger or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands. (c) For the avoidance of doubt, all Shares held by Dissenting Shareholders who shall have failed to exercise or who effectively shall have withdrawn or lost their dissenter rights under Section 238 of the CICL shall thereupon (i) not be deemed to be Dissenting Shares, and (ii) be cancelled in exchange for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without any interest thereon, in the manner provided in Section 3.2. Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the aggregate Per Share Merger Consideration so due and payable to such shareholders who have failed to exercise or who shall have effectively withdrawn or lost such dissenter rights under Section 238 of the CICL. (d) In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the CICL, the Company shall serve written notice of the authorization and approval of this Agreement, the Plan of Merger and the Transactions on such shareholders pursuant to section 238(4) of the CICL within two (2) days of obtaining the Shareholder Approval at the Shareholder Meeting.

Dissenters’ Rights. Shares Notwithstanding any provision of this ------------------ Agreement to the contrary, any shares of capital stock of the Company outstanding immediately prior to the Effective Time, and Time held by holders a holder who are entitled to demand has demanded and perfected the right, if any, for appraisal rights under of those shares in accordance with the provisions of Section 262 of the DGCL and have properly exercised and perfected their respective as of the Effective Time has not withdrawn or lost such right to such appraisal ("Dissenting Shares") shall not be converted into or represent a right to ----------------- receive the consideration set forth in Section 1.2, but the holder shall only be entitled to such rights as are granted by the DGCL. If a holder of shares of capital stock of the Company who demands for appraisal of such those shares in the time and manner provided in Section 262 of under the DGCL andshall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective TimeTime or the occurrence of such event, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”)whichever last occurs, those shares shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to and represent only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Cash Merger Consideration as provided in Section 1.2, without interest, upon the surrender of the Certificate or Certificates representing those Shares (less notwithstanding execution and delivery of a Stock Election Agreement). The Company shall give Parent (i) - prompt notice of any amounts entitled to be deducted or withheld written demands for appraisal of any shares of capital stock of the Company, attempted withdrawals of such demands, and any other instruments served pursuant to Section 2.6(e)), the DGCL received by the Company relating to stockholders' rights of appraisal and such Shares shall not be deemed (ii) the opportunity to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares direct all -- negotiations and proceedings with the notice contemplated by Section 262 of respect to demands for appraisal under the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or appraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding any other provision of this Agreement to the contrary, shares of Patapsco Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have filed with Patapsco a written objection to the Merger in compliance with applicable Maryland law and who shall have not voted in favor of the Merger or consented thereto in writing (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to demand and receive payment of the fair value of such shares held by them in accordance with the provisions of the MGCL, except that all Dissenters’ Shares outstanding held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting stockholders under the MGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7 of the Certificate(s) that, immediately prior to the Effective Time, and held by holders who are entitled evidenced such shares. Patapsco shall give Newco (i) prompt notice of any objections to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only written demands for payment of fair value of any shares of Patapsco Common Stock, attempted withdrawals of such consideration as shall be determined demands and any other instruments served pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal MGCL and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by Patapsco relating to stockholders’ dissenters’ rights and (ii) the Company for appraisal of any Shares, and Parent shall have the right opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demandsdemands under the MGCL consistent with the obligations of Patapsco thereunder. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent Patapsco shall not, except with the prior written consent of the CompanyNewco, require the Company to (x) make any payment with respect to any demands for appraisal or such demand, (y) offer to settle or settle any such demandsdemand for payment of fair value or (z) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the MGCL.

Dissenters’ Rights. Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time, Time and that are held by holders of such Shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who are entitled to demand and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shall, by virtue instead holders of the Merger, such Dissenting Shares will be entitled to such rights (and only such consideration rights) as shall be determined pursuant to are granted by the provisions of Section 262 of the DGCL; provided, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws, waives or lost such holder’s right loses its rights to appraisal and payment under the DGCLDGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the provisions of Section 262. If any such holder fails to perfect or effectively withdraws or loses such right, such holder’s Dissenting Shares shall will thereupon be deemed to have treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares shall not be deemed to be Dissenting Shares. Within ten days after At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. The Company shall will give Parent prompt written notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, Parent shall have the right to participate in, and direct conduct all negotiations and Legal Proceedings proceedings with respect to such demandsnotices and demands and the Company shall have the opportunity to participate in (but not control) such negotiations and proceedings at its own cost. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent (such consent not to be unreasonably withheld, require the Company conditioned or delayed), voluntarily make or agree to make any payment with respect to any demands for appraisal or settle, or offer to settle or settle agree to settle, any such demands.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding anything in this Agreement to the Effective Timecontrary, and held by holders who are entitled if any Dissenting Stockholder shall demand to demand appraisal rights under be paid the “fair value” of its Dissenting Shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of DGCL, such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), Shares shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into exchangeable for the right to receive the Merger Consideration (less any amounts entitled except as provided in this Section 3.3) and shall entitle such Dissenting Stockholder only to be deducted or withheld pursuant to Section 2.6(e)), and payment of the fair value of such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares in accordance with the notice contemplated by Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262 of the DGCL) or loses the right to dissent. The Company shall give Parent prompt written notice to Parent of any such demands, withdrawals or attempted withdrawals of such notices or demands and any other instruments received by the Company for relating to rights to appraisal of any Shares, prior to the Effective Time and Parent shall have the right to participate in, in and direct control all negotiations and Legal Proceedings proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company voluntarily make (or cause or permit to make be made on its behalf) any payment with respect to any demands for appraisal to, or settle, compromise, offer to settle or settle compromise, or otherwise negotiate any such demandsdemand for payment of fair value of Dissenting Shares prior to the Effective Time. If any Dissenting Stockholder shall have withdrawn (in accordance with Section 262 of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Stockholder shall be cancelled and converted into and represent the right to receive the Merger Consideration pursuant to Section 3.1(a), without any interest thereon, upon surrender of the Certificates that formerly evidenced such shares of Company Common Stock in the manner provided in Section 3.2.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding as of immediately prior to the Effective Time, Time and held by holders (or held in a voting trust or by a nominee on behalf of a beneficial owner who beneficially owns such Shares) who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for demanded appraisal rights of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn withdrawn, validly waived nor otherwise lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder person shall have failed to perfect or shall have effectively withdrawn withdrawn, validly waived or otherwise lost such holderperson’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in, and after the Effective Time, direct all negotiations and Legal Proceedings proceedings with respect to such demands. The Prior to the Effective Time, the Company shall not, without the prior written consent of ParentXxxxxx and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding any provision of this Agreement to the Effective Timecontrary, no Dissenters’ Shares shall be converted into or represent any right to receive any Merger Consideration, and held by holders who are the holder of such Dissenters’ Shares shall only be entitled to demand appraisal such rights as are granted by the NCBCA. If a holder of shares of Company Common Stock or Company Preferred Stock who dissents under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in NCBCA shall effectively withdraw or otherwise lose (through failure to perfect or otherwise) the time and manner provided in Section 262 of the DGCL andright to dissent, then, as of the Effective TimeTime or the occurrence of such event, have neither effectively withdrawn nor lost their rights to whichever last occurs, (a) each such appraisal and payment under the DGCL (the “Dissenting Shares”), share of Company Common Stock shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to and represent only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration Per Common Payment, without interest, upon the surrender of the certificate representing such share of Company Common Stock, (less any amounts entitled b) each such share of Series A Preferred Stock shall be converted into and represent only the right to receive the Per Series A Payment, without interest, upon the surrender of the certificate representing such share of Series A Preferred Stock, (c) each such share of Series A-2 Preferred Stock shall be deducted or withheld pursuant converted into and represent only the right to Section 2.6(e))receive the Per Series A-2 Payment, without interest, upon the surrender of the certificate representing such share of Series A-2 Preferred Stock, (d) each such share of Series A-3 Preferred Stock shall be converted into and represent only the right to receive the Per Series A-3 Payment, without interest, upon the surrender of the certificate representing such share of Series A-3 Preferred Stock, and (e) each such Shares share of Series B Preferred Stock shall not be deemed converted into and represent only the right to be Dissenting Shares. Within ten days after receive the Effective TimePer Series B Payment, without interest, upon the Surviving Corporation shall provide each surrender of the holders certificate representing such share of Shares with the notice contemplated by Section 262 of the DGCLSeries B Preferred Stock. The Company shall give Parent prompt written notice to Parent of any demands notice of intent to demand payment, any attempted withdrawal of any such notice and any other instrument served pursuant to the NCBCA received by the Company for appraisal relating to shareholders’ rights of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demandsdissent. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyParent, require the Company to voluntarily make any payment with respect to any demands for appraisal or dissenter’s demands, offer to settle any such demands or settle approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything to the contrary contained in this Agreement, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e1.4(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Merger Sub of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Xxxxxx Sub shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentXxxxxx and Merger Sub, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior (a) Notwithstanding any provision of this Agreement to the Effective Timecontrary other than Section 2.12(b), and any shares of Company Stock held by holders a holder who are entitled to demand has demanded and perfected appraisal rights under for such shares in accordance with Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL andwho, as of the Effective Time, have neither has not effectively withdrawn nor or lost their rights to such appraisal and payment under the DGCL or dissenters’ rights (the “Dissenting Shares”), shall not be converted into the or represent a right to receive the Total Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined Consideration pursuant to Section 262 of the DGCL; provided2.6, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares but instead shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled only such consideration as may be determined to be deducted or withheld pursuant due with respect to Section 2.6(e)), such Dissenting Shares under the DGCL. From and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation Corporation. (b) Notwithstanding the provisions of Section 2.12(a), if any holder of shares of Company Stock who demands appraisal of such shares under the DGCL shall provide each effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then, as of the holders later of the Effective Time and the occurrence of such event, such holder’s shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive the Total Merger Consideration as provided in Section 2.6(a) without interest thereon, upon surrender of the certificate representing such shares pursuant to Section 2.10. (c) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Stock, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company which relate to any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with the notice contemplated by Section 262 of respect to demands for appraisal under the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal of Company Capital Stock or offer to settle or settle any such demands. (d) Any portion of the Total Merger Consideration attributable to Dissenting Shares shall be paid to Parent at the time such portion would otherwise have been paid to the holder of such Dissenting Shares if such holder had not dissented.

Dissenters’ Rights. Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time, Time (other than the Cancelled Shares) and that are held by holders of such Shares who are entitled to demand have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights under with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of with respect to any such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to Shares held by any such appraisal and payment under the DGCL holder (the “Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration, but shall, by virtue and holders of the Merger, such Dissenting Shares shall be entitled to only receive payment of the fair value of such consideration as shall be determined pursuant to Dissenting Shares in accordance with the provisions of such Section 262 of the DGCL; provided, that if unless and until any such holder shall have failed fails to perfect or shall have effectively withdrawn withdraws or lost such holder’s right loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such holder’s Dissenting Shares shall will thereupon be deemed to have treated as if they had been converted as of into, at the Effective Time into Time, the right to receive the Merger Consideration (less Consideration, without any amounts entitled to be deducted or withheld pursuant to Section 2.6(e))interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares shall not be deemed to be Dissenting Shares. Within ten days after At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by rights provided in Section 262 of the DGCLDGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal appraisals of any Shares, Shares and Parent shall have (ii) the right opportunity to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCLappraisal, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. (b) Within ten (10) days after the Effective Time, the Surviving Corporation shall provide each of the holders of Company Common Stock with the notice contemplated by Section 262 of the DGCL.

Dissenters’ Rights. Shares outstanding immediately prior Notwithstanding anything in this Agreement to the Effective Timecontrary, any shares of Seller Common Stock that are issued and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, outstanding as of the Effective Time, have neither effectively withdrawn nor lost their Time and that are held by a stockholder who has properly exercised his or her appraisal rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until such holder shall have failed to perfect, but shallor shall have effectively withdrawn or lost, by virtue of his or her right to dissent from the Merger, be entitled Merger or seek appraisal for his or her shares under the DGCL and to only receive such consideration as shall may be determined to be due with respect to such Dissenters' Shares pursuant to Section 262 and subject to the requirements of the DGCL; provided, that if . If any such holder Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s the right to appraisal and payment under dissent or seek appraisal, the DGCL, Dissenters' Shares held by the holder shall thereupon be treated as though such holder’s Dissenters' Shares shall be deemed to have had been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares2.03. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company Seller shall give Purchaser (i) prompt written notice to Parent of any notice or demands for appraisal or payment for shares of Seller Common Stock, attempted withdrawals of any such demands and any other instruments served pursuant to the DGCL and received by Seller relating to stockholders' rights of appraisal and (ii) the Company for appraisal of any Shares, and Parent shall have the right opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to any such demandsdemands or notices. The Company Seller shall not, without the prior written consent of ParentPurchaser, make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares Notwithstanding any provision of this Agreement to the contrary, if required by the MBCA (but only to the extent required thereby), Anchor Stock that is issued and outstanding immediately prior to the Effective Time, Time (other than Anchor Stock to be canceled pursuant to Section 2.03(i)) and that is held by holders of such Anchor Stock who are entitled to demand appraisal rights under Section 262 have not voted in favor of the DGCL adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and perfected their respective demands for appraisal of such shares in the time and manner provided in who have complied with, Section 262 302A.473 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL MBCA (the “Dissenting Shares”), shall ) will not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time convertible into the right to receive the Merger Consideration (less any amounts Consideration, and holders of such Dissenting Shares will be entitled to be deducted receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 302A.473 unless and until any such holder fails to perfect or withheld pursuant effectively withdraws or loses its rights to Section 2.6(e))appraisal and payment under the MBCA. If, and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Surviving Corporation Effective Time, the right to receive the Merger Consideration, without any interest thereon, and ONB shall provide each remain liable for payment of the holders Merger Consideration for such shares of Anchor Stock. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the notice contemplated by rights provided in Section 262 302A.471 of the DGCLMCBA and as provided in the previous sentence. The Company shall Anchor will give prompt written ONB (i) notice to Parent of any demands received by Anchor for appraisals of shares of Anchor Stock and (ii) the Company for appraisal of any Shares, and Parent shall have the right opportunity to participate in, in and direct all negotiations and Legal Proceedings proceedings with respect to such notices and demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent Anchor shall not, except with the prior written consent of the CompanyONB, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e2.06(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to direct and participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenters’ Rights. Shares outstanding immediately prior (a) Notwithstanding any provision of this Agreement to the Effective Timecontrary, no Dissenters’ Shares shall be converted into or represent a right to receive any of the Merger Consideration, and held by holders who are the holder of Dissenters’ Shares shall only be entitled to demand appraisal such rights under Section 262 as are granted by the DGCL. (b) If a holder of the DGCL and have properly exercised and perfected their respective demands for Shares who demanded appraisal of such shares in the time and manner provided in Section 262 of Shares under the DGCL andshall effectively withdraw, forfeit or otherwise lose (through failure to perfect or otherwise) the right to appraisal of such Shares, then, as of the occurrence of such event (occurring after the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), and in each case subject to and in accordance with Section 3.1, each such Share shall not no longer be outstanding and shall automatically be canceled and retired and converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to and represent only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the applicable portion of the Merger Consideration (less any amounts that such Share is entitled to be deducted or withheld pursuant to receive in accordance with Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. 2.1. (c) The Company shall give prompt written notice to Parent of any written demands received by the Company for appraisal of the Shares pursuant to Section 262 of the DGCL, withdrawals of such demands and any Sharesother related instruments received by the Company, and Parent shall have the right to reasonably participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The Company shall not, without except with the prior written consent of Parent, which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle, any such demands. (d) From and after the Effective Time, no holder of Dissenters’ Shares shall be entitled to vote such Shares for any purpose or agree to do any receive payment of dividends or other distributions on such Shares (except dividends and distributions payable to holders of record at a date which is prior to the foregoing. Prior Effective Time) and, for the avoidance of doubt, it being understood that where amounts payable hereunder shall be allocated as set forth in the Company Charter as in effect immediately prior to the Effective Time, Parent shall not, except with dividends do not continue to accrue after the prior written consent Effective Time for purposes of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demandsallocations.

Dissenters’ Rights. No Dissenting Shareholder shall be entitled to receive the Per Share Merger Consideration with respect to the Dissenting Shares outstanding immediately prior but shall instead be entitled to receive such payment resulting from the procedure in Section 238 of the Cayman Companies Law with respect to Dissenting Shares, provided that, notwithstanding the foregoing, if any holder of Shares fails to exercise such holder’s dissenter’s rights before the Effective Time, and held by holders who are entitled to demand appraisal or any Dissenting Shareholder has withdrawn or lost such rights under Section 262 238 of the DGCL Cayman Companies Law, such holder will thereupon cease to be a Dissenting Shareholder and have properly exercised such holder’s Shares will thereupon (i) cease to be Dissenting Shares and perfected their respective demands for appraisal of such shares in the time (ii) be cancelled and manner provided in Section 262 of the DGCL andconverted into, and will become exchanged for, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to in the manner provided in Section 2.6(e4.1(a)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give Holdings (i) prompt written notice to Parent of any demands written objections, notices, petitions or attempted withdrawals of such objections, notices, petitions or other communications served pursuant to the Cayman Companies Law that are received by the Company for appraisal of any Sharesrelating to the Company shareholders’ entitlement to dissent, and Parent shall have (ii) the right opportunity to participate in, and direct all negotiations and Legal Proceedings proceedings with respect to dissenters’ rights under the Cayman Companies Law. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to Section 238(2) of the Cayman Companies Law, the Company shall use its commercially reasonable efforts to serve written notice of the authorization of the Merger on such demandsshareholders pursuant to Section 238(4) of the Cayman Companies Law within five (5) days of the approval of the Merger by shareholders of the Company at the Shareholders’ Meeting. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the CompanyHoldings, require the Company to voluntarily make any payment with respect to the exercise of dissenter rights or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, provided that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)2.4), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent and Purchaser of any demands received by the Company for appraisal of any Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL, in each case prior to the Effective Time. Parent and Purchaser shall have the right to participate in, and direct in all negotiations and Legal Proceedings proceedings with respect to such demands. The , and the Company shall not, without the prior written consent of ParentParent and Purchaser, settle or offer to settle, or make any payment with respect to, or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree or commit to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.